Annual Report 2010 ALSO in brief€¦ · ALSO_Umschlag_2010.indd 2 07.02.11 15:22 1 Board of...

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ALSO in brief

The ALSO Group is one of the leading European com-panies in the wholesale and logistics sector for informa-tion technology and consumer electronics (ICE). In2010, ALSO generated net sales of CHF 4 .2 billion with1479 employees.

Headquartered in Hergiswil (CH), the company wasfounded in 1984 and has been listed on the Swiss stockexchange since 1986. The Schindler Group has held amajority interest since 1988.

ALSO is active in seven European countries: Estonia,Finland, Germany, Latvia, Lithuania, Norway andSwitzerland.

Core competenciesALSO specializes in ICE distribution and services.

As part of its ICE distribution activities, ALSO workswith well-known manufacturers of hardware and soft-ware, and provides additional services in value-addedsectors such as high-end-servers, storage, security andnetworks. In addition to this, distribution offers a widerange of IT consumables. Its strongest points are high-level availability and compliance with the strictestquality standards.

ALSO Services complements the ICE distribution pro-duct portfolio with a range of standardized marketing,training, information, logistics, after-sales and accoun-ting services. In addition, ALSO Services offersmanufacturers and bulk customers in the ICE industrycustomized service packages that extend all the waydown the value-added chain.

ALSO’s principlesWe are deeply committed to our partners and associates,and customer benefit is our top priority. For us, provi-ding first-class personal service comes as naturally asall-round professionalism and competitiveness. Our aimis to build lasting business partnerships which you canrely on completely. In order to achieve this goal, we baseour daily business on the philosophy expressed throughALSO’s principles:

We provide more customer value than the competition.

We make only promises we can keep.

We are personally committed to every one of ourcustomers.

We cultivate long-term partnerships.

We measure ourselves against the zero-error principle.

Annual Report 2010

ALSO_Umschlag_2010.indd 1 07.02.11 15:22

4213.6 4409.9 4851.3 4598.8 3277.1

216.3 222.7 233.5 239.0 152.9

63.4 69.9 67.5 80.9 36.9

51.9 40.0 55.8 69.3 29.2

25.7 14.5 23.3 33.1

26.2 15.0 –11.2 14.8 12.2

35.0 31.9 13.5 27.5 20.4

27.1 10.4 7.5 9.7 8.1

734.6 812.3 877.3 1144.3 1416.9

193.7 195.3 180.1 215.2 202.1

5.1% 5.1% 4.8% 5.2% 4.7%

1.2% 0.9% 1.2% 1.5% 0.9%

0.6% 0.3% 0.5% 0.7%

0.6% 0.3% –0.2% 0.3% 0.4%

26.4% 24.0% 20.5% 18.8% 14.3%

10.9% 9.0% 9.2% 9.6% 5.9%

5.9% 4.5% 5.9% 4.8% 3.4%

5.4 5.2 4.8 3.6 4.5

6039012 6039012 6039012 6038590 6038590

1.00 0.70 0.00 0.70 0.70

32.07 32.35 29.80 35.60 33.50

58.00 45.00 63.00 73.30 65.00

40.20 25.00 29.00 60.10 39.90

332.1 247.6 193.2 416.7 389.5

1479 1473 1658 1765 2047

1447 1490 1702 1695 1066

ALSO at a glance

Income statement (CHF million) 2010 2009 2008 2007 2006

Net sales 1)

Gross margin 1)

EBITDA 1)

Operating profit (EBIT) 1)

Profit continuing operations 1)

Net profit (loss)

Cash flow statement (CHF million)

Cash flow

Investments in property, plant and equipment

Balance sheet (CHF million)

Total assets

Total shareholders‘ equity

Key figures

Gross margin 1)

Operating margin 1)

Profit continuing operations in % sales 1)

Return on sales

Equity ratio

ROIC (Return on invested capital) 1) 2)

ROA (Return on assets) 1) 3)

Sales-to-assets ratio 4)

Number of registered shares at CHF 1 6)

Dividend per registered share (CHF) 5) 6)

Equity per registered share (CHF) 6)

Share price, high (CHF) 6)

Share price, low (CHF) 6)

Market capitalization at 31 Dec (CHF million)

Personnel at 31 Dec 1) 7)

Average personnel during year 1) 7)

1) From 2007 only continuing operations2) NOPAT/ capital employed3) Net income + interest / average total assets4) Net sales / average total assets5) Decision of the extraordinary General Meeting of 8 February 20116) All figures after the ten-for-one stock split of 23 March 2006 (The previous years were adjusted accordingly)7) Basis: Full-time equivalents including temporary employees

Return on invested capital (ROIC) 1)

Operating profit (EBIT) in CHF million 1)

Share price in CHF (adjusted)

ALSO Holding NA (adj.)Swiss Performance Index – (SPI)Vontobel small cos. – price index (VSC)(Source: Datastream)

EBIT absolute EBIT in % of net sales

Total assets in CHF million and equity ratio

Total assets Equity ratio

1) From 2007 only continuing operations

Sales in CHF million1)

Financial calendar

Annual General Meeting 10 March 2011

Media releaseSelected key figures as of 31 March 28 April 2011

Publication Half-year report 28 July 2011

Media releaseSelected key figures as of 30 September 25 October 2011

Annual Results Media Conference 13 February 2012

Stock details

Symbol ALSN

Security No. 2459027

ISIN CH0024590272

Shareholder structure (at 31 December 2010)

Schindler Holding AG 64.0%

Miscellaneous shareholders 36.0%

ROIC WACC (Weighted AverageCost of Capital)

6000

5000

4000

3000

2000

1000

02006 2007 2008 2009 2010

80

70

60

50

40

30

20

10

0

1.6%

1.4%

1.2%

1.0%

0.8%

0.6%

0.4%

0.2%

0.0%2006 2007 2008 2009 2010

100

80

60

40

20

02006 2007 2008 2009 2010

14%

12%

10%

8%

6%

4%

2%

0%2006 2007 2008 2009 2010

32%

28%

24%

20%

16%

12%

8%

4%

0%

1600

1400

1200

1000

800

600

400

200

02006 2007 2008 2009 2010


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Board of Directors’ Report Market Report Corporate Governance Consolidated Financial Statements Financial Statements AlSo Holding AG

Content

ALSO Group

Board of Directors’ Report 2

Market Report 5

Corporate Governance

Corporate Governance 9

Group structure and shareholders 9

Capital structure 10

Board of Directors 12

Group Management 16

Compensations, participations, loans 20

Shareholders’ rights of participation 26

Change of control and defensive measures 27

Auditing body 27

Information policy 28

Essential events occurring after the balance sheet date 28

Consolidated Financial Statements

Consolidated statement of comprehensive income 33

Consolidated balance sheet 34

Consolidated statement of shareholders’ equity 36

Consolidated cash flow statement 37

Notes to the consolidated financial statements 38

Report of the Statutory Auditor 75

Financial Statements ALSO Holding AG

Profit and loss statement of ALSO Holding AG 76

Balance sheet of ALSO Holding AG 77

Notes to the financial statements of ALSO Holding AG 78


Addresses / Imprint 84

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Board of Directors’ Report


Recovery in the IT industryThe economic upturn in Europe had a positive impact onthe IT industry in 2010, with business customers in parti-cular significantly increasing their spending on IT infra-structure. Private consumption remained at the same levelas the previous year. The PC markets in which ALSOoperates saw renewed unit growth. In value terms, indus-try sales were also above their 2009 level. Against thisbackground, ALSO was able to maintain, and in somecases even improve, its market position in all the countriesin which it is active. Despite this, negative exchange rateeffects depressed both the income statement and theequity ratio.

Significant increase in net profits in 2010At CHF 4214 million, ALSO’s consolidated sales were4% down on the previous year (2009: CHF 4410 million).However, after currency adjustments, sales were 2%above their 2009 level. Operating profit grew by 30%(+37% in local currency) to CHF 51.9 million (2009:CHF 40.0 million). This figure includes non-recurringcosts totalling CHF 3.1 million for the Group-wide SAPproject as well as operations relating to the mergerof ALSO and Actebis (2009: CHF 14.6 million for thedepreciation of the GNT brand name). Thanks to itsimproved operating profit and a significant reduction infinancial expenses, ALSO achieved net profits ofCHF 26.2 million in 2010. This represents a considerableimprovement compared over the previous year (2009:15.0 million).

On 31 December 2010, total assets amounted to CHF 735million (2009: CHF 812 million). The equity ratio was26%. On 31 December 2010, ALSO employed 1479people (2009: 1473).

At the extraordinary General Meeting held on 8 February2011, shareholders agreed on the payout of a specialdividend of CHF 1.00 per registered share. The Board ofDirectors will therefore ask the Ordinary General Meetingof 10March 2011 to waive its right to a ordinary dividendfor financial 2010.

In 2010 the IT industry was ableto recover. ALSO brought 2010to a successful conclusion by re-turning a net profit of CHF 26.2million, a considerably higherfigure than in 2009. The first stagein the updating of the Group-wideERP platform was successfully com-pleted with the migration to SAPin Norway.

2010 was a strategic mile-stone for ALSO. The merger withActebis has created the third-largest distribution company for IT,telecommunications and consumerelectronics products in Europe. Thecompany is market leader in eightout of twelve European countriesand expects to achieve sales ofapproximately CHF 10 billion.

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Switzerland/Germany market segmentIn the Switzerland/Germany market segment, the marketfor PCs grew slightly in value terms due to a significantupturn in unit sales. At CHF 2949 million, ALSO’s salesin this segment were 4% below the previous year’s level(2009: CHF 3066 million). Nevertheless, in local curren-cy this represented an increase of 2%. The operatingprofit of CHF 48.0 million was 11% down on the previousyear (2009: CHF 54.2 million). This is primarily due tothe slightly reduced gross margin, the weakening of theeuro and the pro rata costs relating to the implementationof the SAP project. The segment’s pre-tax profits amoun-ted to CHF 35.8 million (2009: CHF 41.6 million).

Northern/Eastern Europe market segmentIn the Northern/Eastern Europe market segment, the PCindustry also benefited from significantly higher unit salesvolumes than in the previous year. Here again, though, thefigures lagged below the 2009 levels in value terms.ALSO’s sales fell by 6% to CHF 1265 million (2009:CHF 1343 million). However, despite the decision toavoid high-risk business, sales in local currency ran at 3%above the 2009 figure. At CHF 8.8 million, the operatingprofit was 28% lower than in 2009 (CHF 12.2 million),while the segment’s profits before tax amounted toCHF 5.8 million (2009: CHF 9.5 million). This resultalso includes the attributable proportion of the costsassociated with the Group-wide SAP project.

Merger of ALSO and ActebisOn 8 February 2011, the extraordinary General Meetingof ALSO shareholders approved the merger with ActebisGmbH that had been announced in the summer of 2010.This will create Europe’s third-largest distribution com-pany for IT, telecommunications and consumer electronicsproducts. The new company will be the market leader ineight out of twelve European countries – including Ger-many, Europe’s largest IT market – and will achieve salesof approximately CHF 10 billion.With this important step,ALSO is determinedly pursuing its strategy, announcedin 1998, of becoming one of the leading players in theEuropean IT distribution market.

The merging of the two companies will confront manage-ment with some major challenges. Even though the geo-graphical overlap is small, it will still be necessary tomerge the two largest subsidiaries in Germany and equipthem with a uniform IT platform. In Norway, there is alsoa need to integrate the two companies’ activities. Finally,it will be important to define a new IT strategy for thegroup and implement this in the medium term.

However, the merger of the two companies will also bringabout considerable potential for synergies in the mediumterm. The extension of the product portfolio, the use of“best demonstrated practices”, economies of scale through-out the entire cost structure, as well as optimizations inpurchasing will substantially boost the company’s long-term profitability.

Outlook for 2011The prospects for the European economy remain uncer-tain. Increasing national debt and budget deficits, thevolatility of the financial and currency markets and thegeneral expectation of higher interest rates cloud thefuture prospects of a number of countries. In stark con-trast, certain countries are once more showing surpris-ingly buoyant growth. Consequently, economic growthin Europe will differ from country to country in 2011.

Despite this, the demand for IT products should increaseslightly in most countries, driven primarily by corporatecustomers needing to upgrade their systems. In addition,average prices should fall a little less sharply in 2011 thanin previous years.

The top priority is to increase profitability, equity capitaland productivity. The newly formed Group is expected toachieve sales of approximately CHF 10 billion in 2011.At present, it is still too early to make a reliable profitforecast for 2011. However, a special media conferenceis planned for March 2011 at which the prospective shortand medium-term earnings and the possible synergiesexpected to emerge from the merger will be presented.

ALSO has successfully concluded a challenging businessyear.At this point we should like to thank all our employ-ees for their enormous commitment and their contribu-tion to the Group’s success as well as for the outstandingwork performed in connection with the SAP project andthe merger between ALSO and Actebis. We should alsolike to thank our customers and business partners fortheir long-standing loyalty as well as our shareholders fortheir trust and belief in our company.

Thomas C. WeissmannChairman of the Board of Directors

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InsightUsing our findings from years of experienceand closeness to our customers to optimizeprocesses all along the value-added chain.

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Market Report

Market conditions continue to improveThe slight upturn in the European economy had a positiveimpact on the IT industry in 2010. Demand for IT productsin the corporate sector was significantly stronger than in2009 as many businesses embarked upon the ITinfrastructure’s upgrades that had been put on hold duringthe global financial crisis. By contrast, demand from pri-vate consumers remained at the same level as the previousyear. Industry sales were also up on previous-year levels.The demand for IT hardware was particularly strong fol-lowing the dramatic slump witnessed in 2009. In thissector, the demand for notebooks was significantly higherthan for desktop PCs.

ALSO maintained, and in some cases even improved, itsposition in all its markets. In Switzerland,ALSO strength-ened its retail business and boosted service volumes, whilein Germany its business grew thanks to project-relatedoperations through specialist dealers. In 2010, ALSOFinland equalled its record sales of 2008 in local currency,while the market position in Norway remained stable. Inthe Baltic States, ALSO substantially improved its posi-tion over the previous year.

Switzerland/Germany segmentDemand for PCs in the Switzerland/Germany marketsegment were slightly above the 2009 level in value termsandALSO increased sales by 2% in local currency. How-ever, in Swiss francs, sales of CHF 2949 million werebelow the previous year’s level of CHF 3066 million.Operating profit fell by 11% (–7% in local currency) toCHF 48.0 million due to the slightly reduced gross margin,the weakening of the euro and the proportion of the costsincurred for the SAPproject during the year. The segment’sprofit before tax was CHF 35.8 million (2009: CHF 41.6million). On 31 December 2010,ALSO had 724 employeesin this segment (2009: 703).

In Switzerland, the PC sector reported higher unit salesand sales figures than in the previous year. In 2010,ALSOSwitzerland improved both sales and operating profit. Inits core range of hardware and software products, ALSOconsolidated its position as market leader with bothspecialist dealers and retailers. The software businesspicked up thanks to strong demand for Microsoft’s new“Windows 7” and “Office 2010” products. ALSO gainedmarket share in the security sector with servers and high-end storage. Project-related operations involving APC’snew products (infrastructures for high-availability net-works) developed well. In the consumer electronics sector,ALSO secured its position in the market for TV sets withthe Samsung brand and saw its retail business grow thanks

The upturn in the European eco-nomy has had a positive impacton the IT industry. Both unit salesand industry sales exceededthe previous year’s level. In theSwitzerland/Germany marketsegment, ALSO finished 2010with outstanding figures inSwitzerland, while also achievingan acceptable level of profitabilityin sales to specialist retailers inGermany. In the Northern/EasternEurope segment, ALSO reportedrecord sales in Finland and mana-ged to hold its market positionin Norway. In the Baltic StatesALSO generated significantly im-proved results. The Group-wideIT project launched in 2010 ison course – Norway was the firstcompany to migrate to SAP.

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to the strong demand for notebooks and Apple iPads.ALSO Services pushed up its sales primarily due to itsclient Swisscom IT Services, which it acquired in 2009,as well as mobile telephony providers Swisscom, Sunriseand Orange.

In Germany, the PC market grew in unit terms in 2010compared with the previous year. This was also reflectedby modest growth in value terms. ALSO Germany im-proved its sales slightly in local currency terms butthey showed a slight dip over the 2009 figures in Swissfrancs. Operating profit was below the previous year’slevel due to the slightly reduced gross margin and theweakness of the euro. ALSO succeeded in broadening itscustomer base in its traditional retail markets (giant con-sumer electronics outlets, department stores, purchasingcooperatives and e-tailers) and extend its business withexisting vendors such as Lenovo, Asus and Toshiba. TheHP business unit strengthened its position among speci-alist dealers with network and server products. In the restof the specialist sector, ALSO saw a surge in project-related operations as corporate customers rediscoveredtheir appetite for investment. ALSO likewise reportedencouraging growth in its software business due to theintroduction of Microsoft’s new “Windows 7” operatingsystem and the “Office 2010” suite.

Northern/Eastern Europe segmentIn parts of the Northern/Eastern Europe market segment,the PC industry posted significantly higher unit salesfigures than in 2009. Overall, industry sales were also upon the previous year. In this segment, ALSO increased itssales by 3% in local currency. However, in Swiss francterms, sales fell by 6% to CHF 1265 million (2009: CHF1343 million). Due to slightly reduced margins and high-er costs – mainly in connection with the Group-wide SAPproject – both operating profit of CHF 8.8 million (2009:CHF 12.2 million) and the segment’s pre-tax profit of CHF5.8 million (2009: CHF 9.5 million) were down substan-tially on 2009 figures. On 31 December,ALSO employed723 people in this segment (2009: 741).

Unit volumes in the Finnish PC market were considerablyhigher than in 2009 and industry sales were up on theprevious year’s levels as a result. In 2010, ALSO Finlandequalled its record sales of 2008 in local currency. Thegross margin was slightly higher than in the previous year.Despite this, operating profit was below the 2009 leveldue to increased costs – in particular for IT.ALSO Finlandincreased its market share for network and server productsand also strengthened its retail business. The Servicessector, which has plans to step up its offering to the tele-communications companies in future, was likewise ex-panded in 2010.

Although unit volumes in the Norwegian PCmarket wereup slightly on 2009, industry sales remained at approxi-mately the same level. ALSO Norway held sales in localcurrency terms at the 2009 level. ALSO defended itsstrong position with a number of vendors and strength-ened its retail business through the inclusion of Sam-sung PCs in its product portfolio. In the course of theyear ALSO likewise established itself as the leadingdistributor of large-format displays (LFD) during the year.However, due mainly to the increasingly intense compe-titive environment and higher – albeit non-recurring – ITcosts, ALSO Norway failed to achieve a return to profi-tability in 2010.

Following the dramatic economic collapse in the region,domestic demand for IT products picked up slightly in theBaltic States in 2010, particularly among state-ownedcompanies. Although ALSO’s sales fell in response toits policy of avoiding high-risk business, it neverthelessachieved a substantial increase in operating profit com-pared with 2009.

Successful SAP pilot project in NorwayA Group-wide IT project intended to standardize thevarious IT platforms was launched successfully in 2010.In less than twelve months, a project team developed theblueprint for the new platform and Norway was the firstcompany to switch successfully to the SAP system on1 January 2011.

ALSO receives new quality awardsOnce again,ALSO’s consistent focus on quality garneredthe Group a wealth of new awards in 2010. In Switzerland,Media-Markt namedALSO “best distributor of the year”in the retail sector for the unsurpassed quality of its logi-stics, the availability of its products and the fact its em-ployees could be so readily contacted.ALSO Switzerlandalso claimed the “VMware Distributor of theYear” awardfor the first time. Likewise for the first time in its history,ALSO Germany achieved the highest rating in all thecustomer surveys conducted by the three leading industryjournals. For the eleventh time in a row, ALSO wasdesignated “Excellent Distributor”. It also received its first“Channel Excellence Award” as well as the “PlatinumDistribution Award”. EMEA Channel Academy namedALSO Finland “Northern Europe Distributor of theYear”for the third time in succession. And Microsoft namedALSO in Norway “Distributor of the Year” for the fifthtime, while ALSO earned the same distinction inLithuania for the third time running.

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Outlook for 2011: sales of CHF 10 billionIncreasing government debt, growing budget deficits,the volatility of the financial and currency markets andwidely expected increases in interest rates are cloudingthe prospects for the future in a number of countries. Onthe other hand, certain countries are already showing signsof surprisingly buoyant growth. Economic growth inEurope will thus differ from one country to another in2011.

The IT industry is expecting single-figure growth in 2011and it is predicted that this will be distributed almostevenly between hardware, software and services. Busines-ses are expected to spend more on technology upgrades,particularly servers and storage products. However, unitsales of desktop computers and notebooks could alsogrow. As far as software is concerned, the changeoverfrom older versions of Windows to Microsoft’s new“Windows 7” operating system should continue tomake a noticeable impact in 2011. In addition, there is anincreasing demand for “social business” software in thecorporate environment. Mobile computing with a verywide variety of devices and a range of new applicationscould provide some impetus for growth in the retailsector in 2011 (smartphones, media tablets, all-in-onedevices). The corporate trend towards cloud computing(use of IT infrastructures via an external network) willincrease, coupled with a growing emphasis on securityproducts.

The merger with Actebis will open up new marketopportunities for the Group. The formerALSO companieswill have a much larger product portfolio at their disposal.For their part,Actebis Group companies will benefit fromALSO’s expertise in the service sector. The newly formedGroup is expected to achieve sales of approximatelyCHF 10 billion in 2011.

Together with sales growth, the Group’s top priorities willremain profitability and financial strength. The overallaim is to integrate the two companies quickly and coher-ently. In the medium term, the expected potential syner-gies, economies of scale throughout the entire coststructure and purchasing optimization should lead to asubstantial, long-term improvement in profitability.

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FocusFocusing our strengths on essentials and notpermitting ourselves to be distracted from ourultimate goal by chance opportunities.

9


Corporate Governance

1. Group structure and shareholders

This report on Corporate Governance includes the information required to be disclosed by the “Directive on Informa-tion Relating to Corporate Governance” of the SIX Swiss Exchange (effective 31 December 2010) and follows itsstructure. The Corporate Governance report also contains the legally required disclosure of compensation and partici-pation rights of the highest corporate bodies.

1.1 Group structureThe ALSO Group Management comprises the following members:

The operational Group structure corresponds to the segment reporting set out on page 46 of the Financial Report.

For a list of the Group’s significant subsidiaries and affiliated companies, see page 67 of the Financial Report.

1.2 Significant shareholders

The publications announced during the fiscal year in line with Art. 20 SESTA may be viewed at http://www.six-exchangeregulation.com/publications/published_notifications/major_shareholders_en.html

According to decisions of the Board of Directors, Bestinver Gestion and SaraSelect are only registered in the shareregister with 5% of the voting rights.

The other shareholders are entered in the share register with their entire shareholdings.

1.3 Cross-ownershipALSO HoldingAG has no cross-shareholdings exceeding a reciprocal 5% of capital with any other company outsidethe ALSO Group.

31.12.10 31.12.09

Schindler Holding AG, Hergiswil (Switzerland) 64.00% 64.00%

Bestinver Gestion, S.G.I.I.C. S.A., Madrid (Spain) 15.03% 11.06%

SaraSelect, c/o Sarasin Investmentfonds AG, Basel (Switzerland) 5.07% 5.07%

Thomas C. Weissmann: Chief Executive officer

lucas F. Kuttler: Chief operating officer

Urs Windler: Chief Financial officer

laisvunas Butkus: Regional Managing Director Baltic States

Michael Dressen: Managing Director Germany

Marc Schnyder: Managing Director Switzerland

Maija Strandberg: Managing Director Finland

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2. Capital structure


2.1 CapitalCapital structure as of 31 December 2010

The market capitalization of the ALSO Group as of 31December 2010 is CHF 332.1 million. ALSO HoldingAG’s shares have been listed on the SIX Swiss Exchangesince 1986 (symbol: ALSN, security no. 2459027).

Capital Total Number of registered shares Nominal value per share

ordinary share capital CHF 6039012 6039012 CHF 1

Authorized share capital – – –

Conditional share capital CHF 150988 150988 CHF 1

2.2 Authorized and conditional share capitalAs of 31 December 2010, ALSO Holding AG has no au-thorized share capital. It has a conditional share capital ofCHF 150988. This conditional capital was created for thefollowing purpose, as defined in Art. 2 of the Articles ofAssociation:

“The company’s share capital will be increased by a ma-ximum of CHF 150988 through the exercise of optionsissued under the employee share purchase program esta-blished for the employees of companies affiliated withALSOHoldingAG for a maximum of 150988 fully paid-up registered shares with a nominal value of CHF 1 each.The holders of the options from the employee sharepurchase program are entitled to subscribe to the newshares. The subscription right of existing shareholders withrespect to these new shares is excluded. The newly issuedshares are subject to the restrictions of Art. 5 of the Arti-cles of Association.”

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2.3 Changes in capital during the last three years

2.4 Shares and participation certificatesThe share capital totalled CHF 6039012 as of 31 Decem-ber 2010. It consists of 6039012 fully paid-up registeredshares with a nominal value of CHF 1 each. Subject toArt. 5 of theArticles ofAssociation, each registered shareentitles the shareholder to one vote as well as to a propor-tionate share of the available earnings and liquidationproceeds.

ALSO HoldingAG has neither issued participation certi-ficates nor shares with preferential rights.

2.5 Profit-sharing certificatesALSO Holding AG has not issued any profit-sharingcertificates.

2.6 Limitations on transferability and nomineeregistrations2.6.1 Limitations on transferabilityIn accordance with Art. 5 of the Articles of Association,the Board of Directors may refuse to register an acquirerof shares as a full shareholder (i.e. as a shareholder withvoting rights) if:a) The acquirer has not acquired the shares in his/her ownname and on his/her own account; or

b) The acquirer would hold more than 5% of voting rightsas a result of his/her entry in the share register; or

c) The entry of the acquirer in the share register couldprevent the company from providing evidence of itsshareholder structure as required under Swiss law.

Changes Number of registered shares Total nominal value

Share capital as of 1 January 2008 6038590 CHF 6038590

Change in share capital in 2008 422 422

Share capital as of 31 December 2008 6039012 CHF 6039012

Increase in share capital in 2009 – –


Change in share capital in 2010 – –


The voting rights of shareholders who are related to eachother through capital, voting rights, uniformmanagementor otherwise or who coordinate their actions to circumventthe limitations on transferability are counted together.

If the shares have been acquired by inheritance, the dis-tribution of an estate or under matrimonial property law,ALSO cannot refuse to register the acquirer as a full share-holder.

The Board of Directors has the right to register an acqui-rer who exceeds the percentage threshold as defined underArt. 5 Para. 1 lit. b) of theArticles ofAssociation as a fullshareholder if this is in line with company interests. TheBoard of Directors may submit its decision to the GeneralMeeting for approval. In 2009 the Board of Directors didnot have to decide on any request for exception.

2.6.2 Registration of nomineesThe Articles of Association do not contain any specialrules regarding the registration of nominees in the shareregister.

2.7 Convertible bonds and optionsAs of 31 December 2010, ALSO Holding AG had notissued any convertible bonds or options.

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Thomas C. WeissmannBorn 1951, Chairman of the Board ofDirectors and Chief Executive Officer(executive member).Member since 1.7.1988, Chairman since1992, elected until the 2012 Annual GeneralMeeting.Present positionChief Executive Officer of the ALSOGroup.Previous positionsDirector of Corporate Development atSchindler Management Ltd., Ebikon(Switzerland), Manager with the BostonConsulting Group, Munich (Germany).Education and qualificationsDegree in Business Administration from theUniversity of St. Gallen (Switzerland),MBA from the Harvard Business School,Boston (USA).

Prof. Dr. Rudolf MartyBorn 1949, non-executive member of theBoard of Directors since 15.6.1993, electeduntil the 2012 Annual General Meeting.Present positionOwner of OPEXIS GmbH in Horw(Switzerland).Other activities and interestsProfessor of Information Technology atthe University of Zurich (Switzerland),President of the Gebert Rüf Foundation,Basel (Switzerland), member of the ITExpert Committee of the Institute ofTechnology, Rapperswil (Switzerland),member of the IT Committee of theUniversity of Zurich (Switzerland).Previous positionsManaging Partner of “itopia – corporateinformation technology”, Zurich (Switzer-land), Head of Applications Developmentat the Union Bank of Switzerland (UBS),Zurich (Switzerland), Head of the ITResearch Laboratory of UBS, Zurich(Switzerland).Education and qualificationsDegree in Business Administration and aDoctorate in Information Technology fromthe University of Zurich (Switzerland).

3. Board of Directors

3.1 Members of the Board of Directors, activities and vested interestsThe Board of Directors, which according to the Articles of Association comprises between one and several members,currently has three members. One member is an executive member. The other two members are non-executive members.

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Prof. Dr. Karl HofstetterBorn 1956, non-executive member of theBoard of Directors since 22.4.1996, electeduntil the 2012 Annual General Meeting.Present positionExecutive member of the Board of Directorsof Schindler Holding Ltd. and GroupGeneral Counsel of the Schindler Group.Other activities and interestsHonorary Professor in Civil and Commer-cial Law at the University of Zurich(Switzerland), member of the GoverningBoard of the University of Lucerne (Swit-zerland), member of the Commission ofExperts on Disclosure of Shareholdings ofthe SIX Swiss Exchange, member of theArbitration Commission of the Chamber ofCommerce of Central Switzerland, memberof the Board of Directors of VentureIncubator AG, Zug (Switzerland), as wellas a member of the board of trustees of theKuoni and Hugentobler Foundation(Switzerland).Previous positionsPracticed law in Zurich (Switzerland) andNew York (USA).Education and qualificationsStudied Law and Economics at theUniversity of Zurich (Switzerland),Stanford, UCLA and Harvard (USA),qualified to practice law in Zurich(Switzerland) and New York (USA).

All members of the Board of Directors holdSwiss citizenship.

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3.2 Election and term of officeThe members of the Board of Directors are elected by theGeneral Meeting for a term of three years, on completionof which they can be reelected. All of the members werereelected at the Annual General Meeting 2009 for a termof three years.

A member of the Board of Directors must resign at theAnnual General Meeting at which the Annual Report forthe financial year in which he completed the age of 70 isapproved.

3.3 Internal organization3.3.1 Division of roles within the Board of Directorsand working methodsThe Board elects from its members the Chairman andappoints the Secretary.

The Board of Directors represents ALSO Holding AGtowards third parties. It can delegate the representation toone or more of its members or to third parties.

The Chairman convenes a meeting of the Board of Direc-tors as often as the Group’s business requires, but at leastfour times a year. The meetings are chaired by the Chair-man who also sets the agenda. Each member of the Boardof Directors can request the convention of a meeting andthe inclusion of an item in the agenda. Minutes are takenof the discussions and resolutions at the meetings. TheBoard of Directors convenes for ordinary half-day or full-day meetings and usually once per year it holds a two-daystrategy meeting together with GroupManagement. In theyear under review, the Board of Directors held sevenmeetings.

At each of its meetings, the Board of Directors is informedby the GroupManagement about the business developmentand important business matters. The Chairman decides ona case by case basis whether other persons shall attend ameeting of the Board of Directors.

The Board of Directors may delegate the preparation andexecution of its decisions to committees or some of itsmembers.

3.3.2 CommitteesThe Board of Directors has no standing committees.

3.4 Areas of responsibilityAccording to the law, the Board of Directors is respon-sible for the ultimate direction and supervision of theGroup. In addition to the nontransferable and inalienableresponsibilities according to the Swiss Code of Obliga-tions, Article 716a, Para. 1, the Board of Directors cantake decisions on all matters which are not reserved to theGeneral Meeting or another corporate body according tothe law or the Articles of Association.

The Board of Directors has in particular the followingtasks:Setting the targets and strategy of the Group as a whole;Issuance of the fundamental guidelines for conductingthe business;Staffing of the Group Management;Definition of the organization and appointment of thosepersons representing ALSO Holding AG;Determination of the compensation for the members ofthe Group Management including participation plans,if any, as well as the determination of the compensationto the members of the Board of Directors;Review and approval of the budget, and the annual andinterim financial accounts of the Group;Decision regarding the set up and changes to the fun-damental financing structures of ALSO Holding AG;Approval of the investment budget of the Group;Decision on business transactions whose financial valueexceeds certain amounts;Determination of the main risks and decision on theactions to prevent and mitigate potential damages;Decision on important M&Atransactions, joint venturesand the like.

Subject to the powers reserved to the Board of Directorsas set out above, the Board of Directors has delegated theoperational management of the Group to the GroupManagement. The operational management includes theresponsibility to implement all necessary personnel, pro-duct related, market oriented, competition observing andfuture oriented measures.

Considering the instructions of the Board of Directors, theGroupManagement bears the responsibility for the results.

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In addition to the overall responsibility for the operationalmanagement, GroupManagement has the following maintasks:Execution of the strategic plans;Determination of the sales mix, marketing and salespolicy;Determination of the logistic concept and structures;Approval of the budget and the financial results of theGroup companies;Appointment of the general managers of the Groupcompanies.

The Chief Executive Officer manages the ALSO Groupwith the members of the Group Management. He chairsthe meetings of the Group Management and controls theexecution of its decisions. He assesses the performanceand results of the two market segments Switzerland/Germany and Nothern/Eastern Europe. Based thereon heallocates the resources – in particular financial and per-sonnel resources – to the business segments. The ChiefExecutive Officer takes other important decisions regardingthe business. The other members of the GroupManagementare responsible for the implementation of these decisionson a country level or in their areas of responsibility,respectively.

3.5 Information and control instruments vis-à-vis theGroup ManagementThe Board of Directors supervises the GroupManagementand monitors its performance through reporting and con-trolling processes. The ALSO Group uses a comprehen-sive electronic management information system (MIS).At each meeting, the Board of Directors is informed bythe Chief Executive Officer or another member of theGroup Management about the current performance of thebusiness and any significant events. All members of theBoard of Directors are notified immediately about anyexceptional occurrences.

Once yearly, a two-day meeting of the Board of Directorstakes place with the members of the Group Management.

Internal audit, the compliance officers as well as the ex-ternal auditors assist the Board of Directors in exercisingits controlling and supervisory duties. In addition, theExecutive Committee and the Audit Committee ofSchindler Holding Ltd. are monitoring the activities of theALSOGroupManagement as part of the uniformmanage-ment approach of the Schindler Group. These duties aredefined in conjunction with the Board of Directors ofALSO Holding AG. Furthermore, Prof. Dr. Karl Hof-stetter serves as a member of the Board of Directors ofALSO as well as a member of Schindler’s Audit ExpertGroup.

The Board of Directors defines and evaluates the mostcritical risks for the Group based on a coordinated andconsistent approach to risk management and control. Basedon the list of critical risks, the Group Management estab-lishes a list of actions to mitigate the risks and the poten-tial damages. The list of mitigating actions is presented tothe Board of Directors for assessment and approval; theBoard of Directors also controls the implementation of theapproved actions.

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4. Group Management

4.1 Members of the Group Management, activities and vested interests

Thomas C. WeissmannBorn 1951, SwissSince 1.7.1988 executive member of theBoard of Directors (Chairman since 1992).Since 1.10.1988 Chief Executive Officerof the ALSO Group.Other activities and interestsNonePrevious positionsDirector of Corporate Development atSchindler Management Ltd., Ebikon(Switzerland), Manager with the BostonConsulting Group, Munich (Germany).EducationDegree in Business Administration fromthe University of St. Gallen (Switzerland),MBA from the Harvard Business School,Boston (USA).

Laisvunas ButkusBorn 1964, LithuanianSince 1.5.2009 member of the GroupManagement and Regional ManagingDirector of ALSO Baltics.Other activities and interestsNonePrevious positionsArea Manager GNT Baltics & Poland, AreaManager at CHS Baltic, Kaunas (Lithuania),Teacher at Kaunas University of Technology(Lithuania).EducationEMBA studies at Baltic ManagementInstitute in Kaunas (Lithuania), Master ofScience in Management InformationSystems at Kaunas University of Techno-logy (Lithuania).

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Michael DressenBorn 1956, GermanSince 1.6.2005 member of the GroupManagement and Managing Director ofALSO Deutschland GmbH, Straubing(Germany).Other activities and interestsNonePrevious positionsManaging Director of DHI ConsultingGmbH, Munich (Germany), CEO ofAmeriQuest Technologies, Los Angeles(USA), COO of Transtec AG, Tübingen(Germany), CEO of Computer 2000 Spa,Milan (Italy).EducationIT and commercial education at PreussenElektra in Hannover and BIB in Paderborn(Germany).

Lucas F. KuttlerBorn 1966, SwissSince 1.7.2009 member of the GroupManagement and Chief Operating Officer ofthe ALSO Group.Other activities and interestsMember of the Board of Directors ofBrütsch/Rüegger Holding AG, Urdorf (Swit-zerland), Member of the ITAdvisory Boardof FRANKEAG, Aarburg (Switzerland).Previous positionsCEO of Schindler Informatik AG,Ebikon (Switzerland), CIO Europe ofSchindler Informatik AG, Ebikon (Switzer-land), Group CIO at Degussa AG, Dussel-dorf (Germany), CIO of the ConstructionChemical Division Degussa AG, Dusseldorf(Germany) and Sandoz AG, Basel (Switzer-land).EducationLic. oec. at the University of St. Gallen(Switzerland).

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Marc SchnyderBorn 1952, SwissSince 1.1.1989 member of the GroupManagement. Since 1.1.1988 ManagingDirector of ALSO Schweiz AG, Emmen(Switzerland).Other activities and interestsNonePrevious positionsHead of Human Resources at ALSOHolding AG, Hergiswil (Switzerland),various teaching positions in the cantonLucerne (Switzerland), Assistant in nuclearmedicine at the cantonal hospital Lucerne(Switzerland).EducationIT and commercial education at Seitzcommercial school Lucerne as well aseducation at the teacher training collegeof the canton Lucerne (Switzerland).

Maija StrandbergBorn 1969, FinnishSince 1.5.2009 member of the GroupManagement. Since 1.5.2008 ManagingDirector of ALSO Finland.Other activities and interestsMember of the advisory board of SampoPaukki Bank, Tampere (Finland), memberof Tampere Chamber of Commerce advisorygroup (Finland).Previous positionsChief Financial Officer at GNT Group,Tampere (Finland), various managementpositions at Forestry Group Europe/JohnDeere Forestry Oy, Tampere (Finland),in the end as Director Retail Operations,various controller positions at Timberjackincluding experience abroad, ManagerReporting and Financial Analyst atHuhtamäki Oy Leaf, Turku (Finland).EducationMaster of Science in economics at theUniversity of Turku (Finland).

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Urs WindlerBorn 1971, SwissSince 1.6.2009 member of the GroupManagement and Chief Financial Officerof the ALSO Group.Other activities and interestsNonePrevious positionsHead of Finance and Logistics at ALSOSchweiz AG, Emmen (Switzerland), HeadCorporate Controlling Europe of SchindlerManagement Ltd., Ebikon (Switzerland),Chief Financial Officer at SchindlerElevator Corporation, Toronto (Canada),Controller at Schindler Elevator Ltd.,Ebikon (Switzerland).EducationExecutive Master of Corporate Finance,University of Applied Sciences of CentralSwitzerland, Zug (Switzerland), degree inEconomics und Business Administration,University of Applied Sciences (HWV),Berne (Switzerland).

Mutations in the Group Management:Peter Zurbrügg left the Group by end ofFebruary 2010. His function has been takenby a successor outside of the GroupManagement.

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4.2 Management AgreementThe ALSO Group procures certain management servicesfrom the Schindler Group. The full details of this arran-gement are set out in a management agreement betweenSchindler Management Ltd., Ebikon (Switzerland), andALSO Holding AG, Hergiswil (Switzerland).

If required,ALSOmandates Schindler with the implemen-tation, supervision and management of tax, legal andactuarial services. In addition, ALSO procures servicesfrom Schindler in the areas of treasury, human resources,recruitment and controlling.

Management fees, which are charged at an arm’s lengthbasis, are based on the actual services rendered during theperiod under review and the expertise of the staff involved.

The management fees also include the compensation paidto Thomas C.Weissmann and Lucas F. Kuttler by Schind-ler Management Ltd. and charged toALSO as well as thecharging of the legal consulting service of Prof. Dr. KarlHofstetter within his function as Group General Counselof the Schindler Group. Management fees totalledTCHF 3558 for the year under review (previous year:TCHF 3258).

There are no other management agreements with thirdparties outside the Group.


5. Compensations,participations, loans

5.1 PrinciplesThe success of theALSOGroup depends to a large degreeon the qualification and commitment of its employees.The Group’s compensation policy is aimed at attracting,motivating and retaining qualified professionals. Moreover,it offers performance-related compensation that is designedto encourage an entrepreneurial attitude and approach.

Basic compensation principles:Compensation is based on performance and is in linewith market requirements;Decisions relating to compensation are fair and trans-parent.

5.2 Responsibilities and procedures to determinecompensationThe compensation paid to Thomas C. Weissmann, Chair-man of the Board of Directors and Chief Executive Officer,is determined by the non-executive members of the Boardof Directors of theALSOGroup on the basis of a commonappraisal together with a representative of Schindler Hol-ding Ltd. As Thomas C. Weissmann has an employmentcontract with Schindler Management Ltd., he will receivethe determined compensation of Schindler Holding Ltd.The compensation paid to him by Schindler ManagementLtd. is charged toALSO in the form of management fees.

Prof. Dr. Karl Hofstetter, a non-executive member of theBoard of Directors, also has an employment contract withSchindler Management Ltd. His compensation is paidexclusively by Schindler Management Ltd.

The Board of Directors approves the fee paid to the secondnon-executive member of the Board of Directors based onthe Chairman’s proposal.

The Board of Directors approves the compensation paidto the members of GroupManagement based on the ChiefExecutive Officer’s proposal. As part of the uniform ma-nagement approach of the Schindler Group,ALSO consi-ders the parameters of Schindler’s personnel and salarypolicies. Lucas F. Kuttler, Chief Operating Officer, has anemployment contract with Schindler Management Ltd.The compensation paid to him, according to the decisionof the Board of Directors, is paid by SchindlerManagementLtd. and charged to ALSO in the form of managementfees.

The target bonus for the members of the Group Manage-ment is set by the Board of Directors at the beginning ofthe year and the effective bonus is usually determined inJanuary of the following year.

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The Board of Directors may propose changes to the com-pensation system.

The Board of Directors performs its role without theassistance of external consultants.

5.3 Compensation system5.3.1 Board of Directors5.3.1.1 Non-executive members of the Board ofDirectorsThe non-executive member of the Board of Directors paidbyALSO, Prof. Dr. Rudolf Marty, receives a fixed fee butno performance-related compensation for his work. Nocompensation is paid to Prof. Dr. Karl Hofstetter byALSO.

5.3.1.2 Executive members of the Board of DirectorsThomas C. Weissmann receives for his work as ChiefExecutive Officer a compensation as described in paragraph5.3.2. He does not receive any additional compensationfor his work as Chairman of the Board of Directors.

5.3.2 Group ManagementThe Chief Executive Officer and the members of the GroupManagement receive a compensation consisting of fix andperformance-related (variable) components. On reachingthe targets set, the variable compensation comprises ap-proximately 45% of the total compensation.

For Thomas C. Weissmann, Chief Executive Officer, aswell as Lucas F. Kuttler, Chief Operating Officer, the fixedcompensation comprises a monthly salary, a year-endsalary, a flat-rate reimbursement of representation and carexpenses.Afixed contribution is also made to the Schind-ler Foundation (pension fund for managerial employees).In addition, certain fringe benefits may be received.

The variable compensation comprises a bonus (cash bonusplus shares of ALSO Holding AG) as well as options onshares of ALSO Holding AG. In case of Thomas C.Weissmann, the variable compensation depends 70% onthe attainment of the budget goals and 30% on individualgoals. The variable compensation of Lucas F. Kuttlerdepends 60% on the attainment of the budget goals and40% on individual goals. The shares and options aregranted under the capital participation plan (cf. paragraph5.3.3).

For the other members of Group Management, the fixedcompensation comprises the monthly salary and theflat-rate reimbursement of representation expenses. Inaddition, certain fringe benefits may be received.

For those members of the Group Management with res-ponsibility for results, the variable cash bonus depends30% on the attainment of the budget goals of the Group,30% on the EBT achieved by the business unit for whichthe member of the GroupManagement is responsible, and40% on the individual goals. For members of the GroupManagement who have no responsibility for results (UrsWindler), the individual goals have a weighting of 70%.

In certain cases, in addition to the target bonus,ALSO cangrant a project related variable cash bonus, which will bereported under “Bonus cash (gross)”.

5.3.3 Capital participation planThomas C. Weissmann, Chief Executive Officer, andLucas F. Kuttler, Chief Operating Officer, have an em-ployment contract with Schindler Management Ltd. andparticipate in the Schindler capital participation plan 2000comprising a share plan and an options plan. However,both do not receive shares and options of Schindler HoldingLtd., but shares and options of ALSO Holding AG.

Under the share plan, 30% of the bonus up to a maximumof CHF 135000 is paid in the form of shares of ALSOHolding AG. The grant value for a share is determinedin December of the reporting year. The grant value pershare is normally based on the average market price ofa share in December of the previous year less a discount.The number of shares to be granted is determined inJanuary of the following year, and ownership of theshares transferred to the beneficiaries in April of thefollowing year. The shares carry all associated rights,but are subject to a blocked period of three years duringwhich they may not be sold.

Under the option plan, options on shares ofALSO Hol-ding AG with a maximum value of CHF 90000 can begranted. The exercise price of an option is determinedin March of the reporting year. The exercise price isnormally based on the average market price of a sharein December of the previous year plus a premium. InJanuary of the following year, the value for which thebeneficiaries should receive options is determined. Thenumber of options for a beneficiary is calculated bydividing the value to be granted by the economic valueof an option (Black Scholes formula) on the date onwhich the exercise price is determined. The options willbe allocated to the beneficiary inApril of the followingyear. After expiration of the three-year vesting period,one option entitles the beneficiary to acquire one shareof ALSO Holding AG. The exercise period after expi-ration of the vesting period is six years.

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5.3.4 Employment contracts and special agreementsThere are no employment contracts with a notice periodexceeding one year.

The employment contracts with members of the GroupManagement do not contain any clauses relating to sev-erance payments or payments in case of a change in con-trol (e.g. “golden parachutes”).

5.4 Compensation paid in the year under reviewThe grant value for the shares to be granted to Thomas C.Weissmann and Lucas F. Kuttler under the capital parti-cipation plan (cf. section 5.3.3) was set at CHF 37.15 pershare (average market price of a share in December 2009of CHF 41.30 less a discount of 10%).

In March 2010, the exercise price for the options to begranted to Thomas C. Weissmann and Lucas F. Kuttlerunder the capital participation plan (cf. section 5.3.3) wasset at CHF 45.40 per share (average market price of theshares in December 2009 of CHF 41.30 plus a premiumof 10%). The Black-Scholes value of an option at thattime was CHF 26.05.

The following disclosure comprises the compensationpaid to the members of the Board of Directors and GroupManagement for the entire year under review, subject tothe following amendments and restrictions:

The variable compensation reported below relates to thefinancial year under review.

The recognition of shares and options and the paymentof the cash bonus to the Chief Executive Officer and theChief Operating Officer by Schindler take place inApril of the following year. The cash bonus is paid tothe other members of Group Management in Februaryof the following year.

The compensation for new members of the Board ofDirectors or Group Management is taken into accountas from the date on which they take over the respectivefunction.

In case a member resigns from the Board of Directorsor Group Management, the compensation up to theresignation date plus any compensation paid in thereporting year in connection with the member’s formeractivities in a governing body of the company will bereported together.

In individual cases, a company car is provided to amember of the Group Management. Such benefit isreported under “Benefits in kind”.

Members of the GroupManagement may receive certainfringe benefits. Provided such benefits do not exceedthe value of CHF 500 per case and the total benefits donot exceed an aggregate value of CHF 20000 per finan-cial year, they are not reported.

Any contribution to pension funds or executive insuranceplans and any benefits in the form of reduced insurancepremiums are reported as “Pension expenses”.

No security (sureties, guarantees, etc.) were made orgranted to a member of the Board of Directors or GroupManagement in the year under review. Neither ALSOHoldingAG nor any other Group company waived anyclaims vis-à-vis a member of the Board of Directors orGroup Management.

The members of the Group Management did not re-ceive any fees or compensation for additional sevicesrendered toALSO HoldingAG or another Group com-pany.

Prof. Dr. Rudolf Marty received for extraordinaryservices which were rendered beyond the Member ofBoard of Directors’mandate an additional compensati-on of TCHF 20.

Within the Management Fees (cf. section 4.2 Manage-ment Agreement) Schindler Management Ltd. chargedtoALSOHoldingAG an amount of TCHF 57 for Mana-gement Services of Prof. Dr. Karl Hofstetter in hisfunction as Group General Counsel of the SchindlerGroup.

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5.4.1 Members of the Board of Directors of ALSO Holding AGAggregate compensation – Board of Directors

* Thomas C. Weissmann and Prof. Dr. Karl Hofstetter have an employment contract with Schindler Management ltd. and therefore do not

receive any additional compensation for their work as Board members.

** The gross cash compensation for Prof. Dr. Rudolf Marty for the fiscal year 2009 has been increased after the publication of the Annual

Report by CHF 3000.

The Board of Directors’ fee paid to Prof. Dr. Rudolf Marty is TCHF 43 (previous year TCHF 43).

5.4.2 Members of Group Management of ALSO Holding AGAggregate compensation 2010 – Group Management

Number of shares and options on shares 2010 – Group Management

1) For the purpose of inclusion in the total compensation, the registered shares of AlSo Holding AG awarded to Thomas C. Weissmann and

lucas F. Kuttler were valued at the stock exchange price as at the end of December 2010 of CHF 55.00.2) The options granted were included at a value of CHF 26.05 per option, calculated in accordance with the Black-Scholes formula.3) Peter Zurbrügg left the Group ahead of time by end of February 2010. His compensation until the end of June 2010 is included.

In the year under review, the variable components of the compensation paid to the Chief Executive Officer amountedto 45% (previous year 46%) and for the members of the Group Management on the average to 45% (previous year47%) of the total compensation.

2010 2009

CHF 1000Cash, fixed

(gross)Pension

expensesTotal2010

Cash, fixed(gross)

Pensionexpenses

Total2009

Thomas C. Weissmann*Chairman, executive member – – – – – –

Prof. Dr. Karl Hofstetter*non-executive member – – – – – –

Prof. Dr. Rudolf Martynon-executive member 43 3 46 43** 3 46

Aggregate compensation 43 3 46 43 3 46

Number of shares options awarded

Group Management– Total 4077 3877

Highest individual compensation– Thomas C. Weissmann 2422 2303

Fixed com-pensation Variable compensation

CHF 1000Cash

(gross)Cashbonus

(gross) Shares 1) options 2)Benefitsin kind

Pensionexpenses

Total2010

Group Management 3)– Total 2170 2251 224 101 8 946 5700

Highest individual compensation– Thomas C. Weissmann 540 510 133 60 – 307 1550

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Aggregate compensation 2009 – Group Management

Number of shares and options on shares 2009 – Group Management

1) For the purpose of inclusion in the total compensation, the registered shares of AlSo Holding AG awarded to Thomas C. Weissmannand lucas F. Kuttler were valued at the stock exchange price as at the end of December 2009 of CHF 41.00.

2) The options granted were included at a value of CHF 22.60 per option, calculated in accordance with the Black-Scholes formula.3) lucas F. Kuttler received for his function in AlSo a compensation corresponding to a part-time employment of approx. 50%

since he joined AlSo.

Number of shares options awarded

Group Management– Total 3100 3407

Highest individual compensation– Thomas C. Weissmann 2617 2876

5.4.3 Former members of the Board of Directors andGroup ManagementNo payments were made to former members of the Boardof Directors or Group Management in the year underreview.

5.4.4 Related partiesNo payments were made to parties related to currentor former members of the Board of Directors or GroupManagement in the year under review.

5.5 Loans and Borrowing Facilities5.5.1 Current and former members of the Board ofDirectors and Group ManagementNo loans were extended to current or former membersof the Board of Directors or Group Management byALSOHoldingAG or another Group company in the yearunder review, and no such loans were outstanding as of31 December 2010.

5.5.2 Related partiesNo loans were extended to parties related to currentor former members of the Board of Directors or GroupManagement by ALSO Holding AG or another Groupcompany.

Fixed com-pensation Variable compensation

CHF 1000Cash

(gross)Cashbonus

(gross) Shares 1) options 2)Benefitsin kind

Pensionexpenses

Total2009

Group Management 3)– Total 1880 2005 127 77 18 585 4692

Highest individual compensation– Thomas C. Weissmann 580 553 107 65 – 274 1579

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5.6 Shares, options and conversion rightsThe shares and options held by the members of the Board of Directors and Group Management, as well as relatedparties, are as follows:

Shares, options and conversion rights – Board of Directors

Shares, options and conversion rights – Group Management

* Vested options only

** for fiscal year 2003 (date of purchase or grant 2004, expiration of vesting period 2007): 3 960

*** for fiscal year 2004 (date of purchase or grant 2005, expiration of vesting period 2008): 5 030

**** for fiscal year 2005 (date of purchase or grant 2006, expiration of vesting period 2009): 1 975

***** for fiscal year 2006 (date of purchase or grant 2007, expiration of vesting period 2010): 2 345

****** not a member of Group Management at the time

The options for the fiscal years 2003 and 2004 have been exercised 2010.

as of 31 December 2010 as of 31 December 2009

CHF 1000 Number of shares Number of options Number of shares Number of options

Thomas C. WeissmannChairman, executive member

Reported underGroup Management


Prof. Dr. Karl Hofstetternon-executive member 2000 – 2000 –

Prof. Dr. Rudolf Martynon-executive member 10 – 10 –

Total 2010 – 2010 –


CHF 1000 Number of shares Number of options* Number of shares Number of options*

Thomas C. WeissmannChief Executive officer 9167 4320/****/***** 14060 10965**/***/****

laisvunas ButkusMember 145 – 145 –

Michael DressenMember 700 – 700 –

lucas F. KuttlerMember 483 – – –

Marc SchnyderMember 2396 – 2896 –

Maija StrandbergMember 324 – 324 –

Urs WindlerMember 201 – 201 –

Peter ZurbrüggMember (until 28.2.2010) ****** ****** 2204 –

Total 13416 4320 20530 10965

} 10965

} 4320

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6. Shareholders’ rights of participation

6.1 Voting rights and representation restrictionsEach share entered into the share register provides for onevote. There are no restrictions on shareholders’ votingrights with the exception of the transferability of shares(cf. Section 2.6.1).

The rights of shareholders to participate in General Meet-ings are in line with legal requirements and the Articlesof Association. Shareholders may attend and vote perso-nally or be represented based on a written proxy by othershareholders. Furthermore, authority of representationmay be given to representatives of governing bodies, theindependent representative of shareholders or represen-tatives of safe-custody accounts.

6.2 Statutory quorumUnless the law states that a qualified majority is required,a General Meeting takes its decisions on the basis of themajority of votes cast, regardless of the number of share-holders present or shares represented.

In case of elections, the first round of voting is decided byan absolute majority and the second round by a relativemajority. If the votes are tied, the Chairman has the castingvote.

6.3 Convocation of the General MeetingGeneral Meetings are convened by the Board of Directors,if necessary, by the auditors or other bodies in accordancewith the provisions set out in Articles 699 and 700 of theSwiss Code of Obligations. Shareholders representing atleast 10% of the share capital may call a shareholders’meeting, indicating the matters to be discussed and thecorresponding proposals.

Invitation to the shareholders is published in the SwissOfficial Gazette of Commerce at least 20 days prior to themeeting.Although not required by theArticles ofAssocia-tion, it is also customary to publish the invitation to aGeneral Meeting in several selected Swiss daily newspa-pers and to send it by non-registered letter to the addressof the shareholders recorded in the share register.

6.4 Inclusion of an item on the agendaThe Board of Directors is responsible for setting theagenda. In accordance with Art. 12 of the Articles ofAssociation, shareholders who own at least 5% of theshare capital may request that specific proposals be inclu-ded in the agenda. The request including the agenda itemand the proposals have to be submitted in writing at least60 days prior to the date of the General Meeting.

6.5 Registration in the share registerOnly shareholders who are recorded in the share registerat the record date as shareholders with voting rights areeligible to attend a General Meeting and to exercise theirvoting rights. The Board of Directors ensures that therecord date for registration in the share register is as closeas possible to the date of the General Meeting, i.e. notmore than five to ten days prior to it. The record date ispublished together with the invitation to the GeneralMeeting in the Swiss Official Gazette of Commerce. The-re are no exceptions to the rule regarding the record date.

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7. Change of control anddefensive measures

8. Auditing body

7.1 Duty to make an offerAccording toArticle 29 of theArticles ofAssociation, theobligation to submit a public take-over offer pursuant toArt. 32 and 52 of the Swiss Securities Exchanges andSecurities TradingAct (SESTA) has been set aside (optingout).

7.2 Change of control clausesThere are no change of control provisions in favour of anymember of the Board of Directors, Group Managementand/or any other member of the management.

8.1 Duration of the mandate and term of office of thelead auditorErnst & Young AG has been the statutory and groupauditor of ALSO Holding AG since 1995. The lead audi-tor has been responsible for auditing ALSO Holding AGas well as the consolidated financial statements since thefinancial year 2010. The lead auditor will change everyseven years as requested by law.

8.2 FeesThe fees charged by Ernst &Young as the auditor ofALSOHoldingAG and the majority of Swiss and foreign Groupcompanies for audits and additional services in the yearunder review were as follows:

8.3 Monitoring and control of the auditorsPrior to the audit, the auditing body receives detailedaudit instructions from theAudit Committee of SchindlerHolding Ltd. Special mandates from the Board of Directorsof ALSO are also included in the audit programme. Theresults of the audit are summarized in a managementletter which is submitted to the Board of Directors.

The Board of Directors evaluates annually the performance,fees and independence of the auditing body. It discussesand reviews the scope of the audits as well as the resultingreports and decides on any adjustments and improvementsto be made. Members of the Board of Directors and theGroup Management as well as the Audit Committee ofSchindler Holding Ltd. have regular contact with the au-diting body. With respect to the financial year 2010, theBoard of Directors had one meeting with the auditing body.

Due to the required independence of the auditing body,additional services or consulting assignments are usuallynot assigned to the auditing body. Additional services areevaluated and assigned on a case by case basis.

Type of service Fees

CHF 1000 2010 2009

Auditing fees 1022 627

Tax consulting 46 47

others 155 47

Total 1223 721

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9. Information policy 10. Essential events occurringafter the balance sheet date

The ALSO Group informs about selected financial keyfigures every quarter. Detailed financial statements arepublished in the form of the half-year and annual report.The financial statements published byALSOGroup com-ply with the regulations of Swiss company law, the listingrules of the SIX Swiss Exchange and IFRS (InternationalFinancial Reporting Standards).

TheALSO Group also presents its financial statements atits annual media conference and itsAnnual General Mee-ting.

TheALSO Group reports according to Article 21 SESTAandArticle 72 of the listing rules of SIX Swiss Exchange.Every ad hoc announcement is published on the websitesimultaneously with its distribution and can be called upfor at least two years under www.also.com/e/index.cfm?menuIndex=mediareleases.

General information about the Group, the financial state-ments, press releases as well as the current share price canbe found under www.also.com. Interested parties can alsorequest that they may be included on the ALSO e-maildistribution list in order to receive information that maybe relevant to the share price directly, promptly and freeof charge. Subscription can be made on the website underwww.also.com/e/index.cfm?menuIndex=subscribe.

Between the balance sheet date (31 December 2010) andthe deadline of the Annual Report at 7 February 2011,ALSO HoldingAG has announced the merger withActe-bis GmbH, Soest, Germany und its subsidiaries. This willhave essential effects to the Corporate Governance ofALSOHoldingAG. In connection therewith, the followingmedia release has been published on 13 January 2011:

“The GermanActebis GmbH and the publicly listedALSOHolding AG are to combine their businesses. SpecialDistribution Holding GmbH, a subsidiary of Droege In-ternational Group Ltd., and Schindler Holding Ltd., themain shareholders of Actebis and ALSO respectively,signed the merger contract on 12 January 2011. Further-more the parties have signed a shareholders’ agreementwhich defines their interest in ALSO-Actebis and itsCorporate Governance. The EU competition authoritiesalready approved the transaction without imposing anyconditions in December 2010, and the relevant managementbodies of the respective main shareholders and of ALSOhave approved the transaction; completion of the transac-tion still requires approval of the ALSO shareholders atthe extraordinary shareholders’ meeting of 8 February2011.

The combination ofALSO andActebis will be implemen-ted bymeans of an ordinary share capital increase. 6809950new shares will be issued, subscription rights of the pub-lic shareholders and of Schindler Holding Ltd. being ex-cluded. Allotment of the new shares will take place inreturn for integration of the business activities of Actebisinto ALSO. After the capital increase, the share capitalwill be CHF 12848962, consisting of 12848962 regis-tered shares with a nominal value of CHF 1.00 each. ThenewALSO shares will be listed on the SIX Swiss Exchangeafter the transaction has been approved at the extraordi-nary shareholders’meeting. The company name will thenbe changed to ALSO-Actebis Holding AG.

29


After implementation of the capital increase, the formershareholders ofActebis will own 53% of the share capitaland the former shareholders of ALSO will own 47%,Schindler’s interest thereby reducing to 30% (64% of47%, rounded); the Droege-Group will own around 51%.The exchange ratio was found to be adequate and fair inthe fairness opinion carried out by KPMG.

In addition to Thomas C. Weissmann as Chairman of theBoard of Directors ofALSO-Actebis HoldingAG,WalterP. J. Droege will be newly proposed as Vice Chairman. Inaddition to the present board members Prof. Dr. KarlHofstetter and Prof. Dr. Rudolf Marty, the following newmembers will be proposed: Peter Bühler, Alfons Frenk,Herbert H. Jacobi and Frank Tanski.

After the transaction, the Executive Board will be com-posed of Klaus Hellmich (CEO), Dr. Ralf Retzko (CFO),Prof. Dr. Gustavo Möller-Hergt (COO/Chief IntegrationOfficer), Marc Schnyder (Switzerland), Michael Dressen(Germany and Austria), Laisvunas Butkus (Baltic Coun-tries), Maija Strandberg (Finland), Torben Qvist (Norway,Denmark and Sweden), and Ivan Renaudin (France andThe Netherlands).”

Furthermore, the shareholders have been informed thatat the annual General’ Meeting of 10 March 2011Ernst&Young and PricewaterhouseCoopers will beproposed as joint auditors.

30

CourageBoldly going new ways with the heart and soulof a market leader, propelled by enthusiasmand the realization that nothing is impossible.

31

Board of Directors’ Report Market Report Corporate Governance Consolidated Financial Statements Financial Statements AlSo Holding

Consolidated Financial Statements

Consolidated statement of comprehensive income 33

Consolidated balance sheet 34

Consolidated statement of shareholders’ equity 36

Consolidated cash flow statement 37

Notes to the consolidated financial statements 38


Financial Statements ALSO Holding AG

Profit and loss statement of ALSO Holding AG 76

Balance sheet of ALSO Holding AG 77

Notes to the financial statements of ALSO Holding AG 78


Financial Report

32


33

4232182 4426793

3.1 35270 30350

–53885 –47257

3.1 4213567 100.0% 4409886 100.0%

–3997298 –4187148

216269 5.1% 222738 5.1%

3.2 –107748 –108946

3.4 –68309 –66262

4.5 / 4.6 –11493 –15385

4.6 0 –14588

3.4 23142 22411

51861 1.2% 39968 0.9%

3.5 2311 4163

3.5 –22074 –27058

32098 0.8% 17073 0.4%

3.6 –6402 –2560

25696 0.6% 14513 0.3%

3.7 456 521

26152 0.6% 15034 0.3%

–24019 248

812 991

–318 –812

3.6 –82 –240

–23607 187

2545 15221

63354 1.5% 69941 1.6%

4.12 4.33 2.49

4.12 4.33 2.49

4.26 2.40

4.26 2.40


CHF 1000 Note2010 2009

Revenue from product sales

Service revenue

Deductions from revenue

Total net sales

Cost of goods sold and service expenses

Gross margin

Personnel expenses

Other operating expenses

Depreciation and amortization

Impairment brand name GNT

Other operating income

Operating profit (EBIT)

Financial income

Financial expenses

Profit before tax (EBT)

Income taxes

Net profit continuing operations

Net profit discontinued operations (after tax)

Net profit Group

Exchange differences

Cash flow hedges transferred to comprehensive income

Adjustments to fair value of cash flow hedges

Tax effects of changes in items recognizedin other comprehensive income

Other comprehensive income

Total comprehensive income

EBITDA continuing operations

Net profit per share in CHF

Basic net profit per share

Diluted net profit per share

Continuing operations

Basic profit per share

Diluted profit per share

Consolidated statement of comprehensive income

34

4.1 20512 64755

4.2 161170 258050

4.3 273767 239518

4.4 121459 110387

576908 79% 672710 83%

4.5 57252 42985

4.6 99930 95622

3.6 541 984

157723 21% 139591 17%

734631 100% 812301 100%


Assets

CHF 1000 Note 31.12.10 31.12.09

Current assets

Cash

Accounts receivable

Inventories

Prepaid expenses and accrued income

Total current assets

Non-current assets

Property, plant and equipment

Intangible assets

Deferred taxes

Total non-current assets

Total assets

Consolidated balance sheet

35

4.8 79649 128199

241177 218613

4.9 131660 146128

6505 3761

4.10 517 1222

459508 63% 497923 61%

4.8 71486 105392

4.10 1678 2410

3.6 8153 10943

3.3 147 292

81464 11% 119037 15%

540972 74% 616960 76%

6039 6039

44146 44146

–265 –677

–37487 –13468

181226 159301

193659 26% 195341 24%

734631 100% 812301 100%


Liabilities and shareholders’ equity

CHF 1000 Note 31.12.10 31.12.09

Current liabilities

Financial liabilities

Accounts payable

Accrued expenses anddeferred income

Tax liabilities

Provisions

Total current liabilities

Non-current liabilities


Provisions

Deferred tax liabilities

Employee benefits

Total non-current liabilities

Total liabilities

Shareholders’ equity

Share capital

Legal reserves

Cash flow hedge reserve

Foreign exchange differences

Retained earnings

Total shareholders’ equity

Total liabilities and shareholders’ equity

Consolidated balance sheet

36

6039 44146 0 –801 –13531 144267 180120

0 0 0 0 0 15034 15034

0 0 0 124 63 0 187

0 0 0 124 63 15034 15221

6039 44146 0 –677 –13468 159301 195341

0 0 0 0 0 26152 26152

0 0 0 412 –24019 0 –23607

0 0 0 412 –24019 26152 2545

0 0 0 0 0 –4227 –4227

6039 44146 0 –265 –37487 181226 193659


CHF 1000Share

Capital*Legal

reservesTreasuryshares

Cash flowhedgereserve

Foreignexchangedifferences

RetainedEarnings* Total

1 January 2009

Net profit Group



31 December 2009

Net profit Group



Dividends

31 December 2010

* See Note 4.11

The Chief Executive Officer’s and Chief Operating Officer’s employee shares and options are managed by theprincipal shareholder and have no net effect on equity (see Note 6.1).

Consolidated statement of shareholders’ equity

37

25696 14513

456 521

26152 15034

11493 29976

–1019 –8534

0 –49

–1546 –4490

35080 31937

71458 –27102

–68827 –27610

–29460 1310

51774 –61179

6786 3556

66811 –79088

–27072 –10388

–22262 –3232

1410 431

–47924 –13189

122313 127916

–176488 –133644

–4227 0

–58402 –5728

–4728 –1573

–44243 –99578

64755 164333

20512 64755

5001 6524

20027 22065

468 911


CHF 1000 2010 2009

Net profit continuing operations

Net profit discontinued operations

Net profit Group


Change of provisions

Gains from the sale of property, plant and equipment

Other non-cash items

Subtotal

Change of accounts receivable

Change of inventories

Change of prepaid expenses and accrued income

Change of accounts payable

Change of accrued expenses and deferred income

Cash flow from operating activities

Additions to property, plant and equipment

Additions to intangible assets

Disposals of property, plant and equipment

Cash flow from investing activities

Proceeds from financial liabilities

Repayments of financial liabilities

Dividends paid by ALSO Holding AG

Cash flow from financing activities


Change in cash

Cash at 1 January

Cash at 31 December

Included in cash flow from operating activities

Income taxes paid

Interest paid

Interest received

Consolidated cash flow statement

38


Notes to the consolidated financial statements

1. Overview of business activitiesThe ALSO Group is a leading wholesale and logisticscompany in the information and communications tech-nology and consumer electronics sector. The companyoperates under the name ALSO in Switzerland andGermany, and since April 2010 (previously under thename GNT) in Finland, Norway, Estonia, Latvia andLithuania (see Note 4.6).

The ALSO Group distributes the products of leadinghardware and software manufacturers and IT consum-ables to specialist traders and retailers. The Group alsooffers high-end technology for networks and servers, aswell as comprehensive services such as logistics con-sulting, packaging, e-logistics, webshop fulfilment andlogistics outsourcing solutions.

2. Consolidation and valuation principles2.1 General principlesThe ALSO Group’s consolidated financial statementsare based on historical costs with the exception of cer-tain financial assets and liabilities, which are shown atfair value. They are prepared in accordance with therequirements of the Swiss Code of Obligations andInternational Financial Reporting Standards (IFRS), aswell as the accounting and valuation principles listedbelow. The present financial statements are available inGerman and English; however the German is theauthoritative version.

2.2 Key assumptions and estimatesThe preparation of the financial statements in accord-ance with IFRS requires the Management to make cer-tain assumptions and estimates that influence the figurespresented in this report. Actual results may differ fromthese estimates. The material key assumptions are setout below:

Vendor bonusesBonus models vary between vendors and the amount ofrecognized bonuses mainly depends on the achievementof agreed objectives. The accruals for vendor bonusreceivables contain a high level of estimation which isbased on factors such as sales volumes, quantities, stocklevels and other qualitative and quantitative objectives.

Impairment of goodwillALSO reassesses the recoverable amount of the capital-ized goodwill at least once per year. This requires anassessment of the value in use of an underlying cash-generating unit or a group of cash generating units. Thefactors estimated, such as volumes, sales prices, sales

growth, gross margin, operating expenses and invest-ments, market conditions, balance sheet structure andother economic factors are based on assumptions thatthe Management considers reasonable (see Note 4.7Impairment test).

Deferred tax assetsDeferred tax assets are in some cases determined on thebasis of far-reaching estimates. The forecasts that aremade for this purpose cover a time frame of severalyears and include changes and interpretations of exist-ing tax laws and ordinances as well as changes in taxrates (see Note 3.6).

ProvisionsBy definition, provisions entail a higher level of judge-ment than other balance sheet positions since the esti-mated obligations may lead to a higher or lower cashflow depending on the outcome of the situation (seeNote 4.10).

Pension plansIn Switzerland there is a defined benefit plan, the statusof which is based partly on long-term actuarial assump-tions which may differ from reality. Both the status usedin the calculation and the amortization of actuarial dif-ferences contain estimates that may have an impact oncapital and income (see Note 3.3).

2.3 Changes in the accounting and valuationprinciplesNew and revised International Financial ReportingStandards (IFRSs) and Interpretations (IFRICs) wereintroduced by the Group as from 1 January 2010, orretrospectively as from 1 January 2009. Changes for theGroup and their effects on the consolidated financialstatements are described below. Application of all ofthe changes did not have any material impact on thecapital, financial, income, or cash flow situation ofALSO.

IFRS 3 revised – Business Combinations contains afurther development of the acquisition method forbusiness combinations. Material changes relate to themeasurement of non-controlling interests and the rec-ognition of acquisitions achieved in stages, as well asthe treatment of contingent components of the acqui-sition price and acquisition-related costs. When con-trol over a company is gained, the previously heldinterests in the case of an acquisition achieved instages are measured at fair value and the differencefrom the former book value is recognized as a gain orloss in profit or loss. Also, transaction costs are nolonger capitalized, but charged to operating expenses.

39



A full measurement of non-controlling interests atfair value (full goodwill accounting) within the scopeof the purchase price allocation has not been under-taken.

IAS 27 revised – Consolidated and Separate Finan-cial Statements contains changed rules for the pur-chase and sale of non-controlling interests withoutloss of control, and for accounting for the loss of con-trol over a subsidiary should this occur. This means,for example, that changes in the interests in a subsi-diary that do not result in a loss of control must berecognized in shareholders’ equity. If the control overa subsidiary is lost, the profit or loss resulting fromthe deconsolidation must be recognized in profit orloss. Included in this amount is the gain or loss fromremeasurement at fair value of all interests that con-tinue to be held. In the reporting year, the changeshad no effects.

Listed below are further amendments and interpreta-tions that have come into force in the reporting periodbut which have no practical relevance for the consoli-dated financial statements:

IFRS 1 – First-time Adoption of International Finan-cial Reporting Standards: Structural Amendment

IFRS 1 – First-time Adoption of International Finan-cial Reporting Standards: Additional Exemptions forFirst-time Adopters (Amendment)

IFRS 2 – Share-based Payment: Group Cash-settledShare-based Payment (Amendment)

IAS 39 – Financial Instruments: Recognition andMeasurement: Eligible Hedged Items

Improvements to IFRSs for the years 2008 and 2009

IFRIC 17 – Distributions of Non-cash Assets to Own-ers.

2.4 Published standards, interpretations andamendments not yet appliedPotential effects of new and revised standards that willbecome effective for subsequent consolidated financialstatements are being evaluated. These are the following:

IFRS 7 – Disclosures – Transfers of Financial Assets(Amendment) (effective from 2012) complements therequirements for disclosure of risks resulting fromtransfers of financial instruments and their financialeffects.

IFRS 9 – Financial instruments: classification andmeasurement. In the first published edition of IFRS 9,the standard reflects the first phase of the IASB pro-ject to replace IAS 39 and deals with the classifica-tion and measurement of financial assets as defined inIAS 39. The standard is effective for financial yearsstarting on or after 1 January 2013. In further phases,the IASB will deal with the classification and measu-rement of financial liabilities, hedging relationships,and derecognition. This project is expected to becompleted at the beginning of 2011. Application ofthe first phase of IFRS 9 will affect the classificationand measurement of financial assets of the Group. Toallow presentation of comprehensive informationregarding potential effects, the Group will only quan-tify these effects along with those of the further pha-ses when these are published.

IAS 24 revised – Related Party Disclosures (effectivefrom 2011) particularly contains a more comprehen-sive definition of related parties. This can have corre-sponding effects on the evaluation of the occurrenceof transactions with related parties.

Further new and revised standards and interpretationsof no practical relevance are:IFRS 1 – First-time Adoption of International Finan-cial Reporting Standards: Limited Exemption fromComparative IFRS 7 Disclosures for First-time Adop-ters (Amendment) (effective from 2011)

IFRS 1 – First-time Adoption of International Finan-cial Reporting Standards: Severe Hyperinflation andRemoval of Fixed Dates for First-time Adopters(Amendment) (effective from 2012)

IAS 12 – Income Taxes: Deferred Tax: Recovery ofUnderlying Assets (Amendment) (effective from2012)

IAS 32 – Financial Instruments: Presentation: Classi-fication of Rights Issues (Amendment) (effectivefrom 2011)

Improvements to IFRSs for 2010 (effective from2011)

IFRIC 14 – Prepayments of a Minimum FundingRequirement (Amendment) (effective from 2011)

IFRIC 19 – Extinguishing Financial Liabilities withEquity Instruments (effective from 2011)

40

1 0.94 1.03 1.04 1.08

1 1.25 1.48 1.38 1.51

100 16.03 17.88 17.18 17.18



Year end rate Average rate

Exchange rates against CHF 2010 2009 2010 2009

USA USD

Euro countries EUR

Norway NOK

Application of these changes and interpretations is notexpected to have any material effects on the capital,financial, income, or cash flow situation. ALSO willapply the new rules for the first time as of the dates sta-ted in the respective standards.

2.5 Scope of consolidationThe consolidated financial statements include theannual financial statements of ALSO Holding AG,Hergiswil, Switzerland, as of 31 December, and theGroup companies in which ALSO Holding AG has adirect or indirect controlling interest through a votingmajority or otherwise. A list of the principal Groupcompanies can be found under Note 6.

2.6 Consolidation methodThe consolidated financial statements are based on theannual financial statements prepared by the individualGroup companies according to uniform valuation andreporting principles.

Assets and liabilities, as well as income and expenses,are included at their full amounts, and minority interestsin shareholders’ equity and net profit are shown sepa-rately.

Intragroup transactions (expenses, income, assets andliabilities) and material intercompany profits are elimi-nated in the consolidation.

2.7 Acquisitions and goodwillIn the case of all mergers, the identifiable assets, liabili-ties and contingent liabilities of the company acquiredare recognized at their fair value at the time of theacquisition and the difference between the considera-tion transferred and the net assets acquired at fair valueis recognized as goodwill.

This goodwill is then transferred to the cash-generatingunits that are expected to benefit from the acquisitionand/or to generate future cash flows. Goodwill is recog-nized in the functional currency of the respective cash-generating units.

Contingent liabilites are recognized in the course of abusiness combination if their fair value can be measuredreliably.

The results of the acquired companies are shown fromthe time when the Group assumed control of these.When companies are no longer consolidated, the diffe-rence between the selling price and the net assets plusaccumulated foreign exchange differences at the timewhen the Group ceases control of the companies isshown as operating profit.

In the case of business combinations achieved in stages,the non-controlling interests are valued at fair valuewhen control over the company is obtained. The diffe-rence relative to the former carrying amount is recog-nized as profit or loss in the comprehensive income. Thetransaction costs are charged to operating expenses.

If the control over a Group company is lost, the profit orloss resulting from derecognition is recognized in profitor loss. This includes the gain on revaluation at fairvalue of all interests that are retained.

Changes in the interests in a Group company that do notresult in loss of control are recognized in shareholders’equity.

2.8 Conversion of foreign currencyThe functional currency of the Group companies is thecurrency normally used in the local business environ-ment. Transactions in foreign currencies are convertedat the prevailing rate of exchange at the time of thetransaction. Exchange gains and losses arising fromtransactions in foreign currencies and from the adjust-ment of foreign currency positions at balance sheet date

41



are recorded in the profit and loss statement. The annualfinancial statements of foreign subsidiaries in foreigncurrencies are converted to Swiss francs as follows:

Balance sheet at year-end rates;Statement of comprehensive income at averageannual rates;Cash flow statement at average annual rates.

Foreign exchange differences arising from the calcula-tion of the Group’s result at average and year-endexchange rates or from equity transactions are recog-nized in comprehensive income and are affecting the netincome in case of a loss of control. Foreign currencyeffects resulting from specific loans, which form part ofthe net investment in a company, are also recorded inother comprehensive income if there is no plan or inten-tion to repay these loans in the near future.

2.9 Statement of comprehensive incomeThe ALSO Group’s consolidated statement of compre-hensive income is prepared in accordance with thenature of expense method. Revenue from product salesand services is compared with the cost of goods andservices sold (excluding personnel expenses).

Revenue from product sales and servicesRevenue from product sales and services comprises theinvoicing of deliveries of goods and services.

Revenue from the sale of goods is recognized when therisks and opportunities pertaining to the ownership ofthe products are transferred to the buyer. Accruals forrebates and discounts granted to wholesalers and othercustomers are recorded as a reduction in revenue at thetime the related revenue is recorded or when incentivesare offered. They are calculated on the basis of histori-cal data and the specific terms and conditions of theindividual agreements. Service revenue is recorded inthe statement of comprehensive income as soon as theservice is rendered and it becomes probable that ALSOwill receive an economic gain.

2.10 Personnel expenses / employee benefit plansIn addition to the actual remuneration for services ren-dered (wages, salaries and bonuses), personnel expensesalso include ancillary personnel costs and social secu-rity contributions. Long-term employee benefits are alsorecorded under personnel expenses over the period ofservice in question and provisions are made accord-ingly.

The companies of the ALSO Group maintain variousemployee benefit plans according to the local conditionsand practices in the respective countries. They arefinanced either through contributions to legally inde-pendent foundations and schemes or through the record-ing of employee benefit obligations in the financialstatements of the relevant companies.

For defined contribution plans, the Group has no furtherpayment obligations once the contributions have beenpaid. The contributions are recognized as employeebenefit expense when they are due. Prepaid contribu-tions are recognized as an asset to the extent that a cashrefund or a reduction in the future payments is available.

For defined benefit pension plans the cost of the periodis determined by an actuarial calculation using the“projected-unit-credit” method. The liabilities arebacked with assets which are managed separately fromthose of the Group by autonomous benefit plans (sepa-rately funded benefit plans).

Actuarial gains and losses arising from experienceadjustments and changes in actuarial assumptions inexcess of the greater of 10% of the value of plan assetsor 10% of the defined benefit obligation are charged orcredited in comprehensive income over the employees’expected average remaining working lives. Excesses indefined benefit plans are limited to the amount of themaximum future savings from contribution reductionsor repayments in accordance with IFRIC 14, while lia-bilities are fully provisioned.

2.11 Employee share and option programsThomas C. Weissmann, as Chairman of the Board ofDirectors and President of the Management Committee,and Lucas F. Kuttler, Chief Operating Officer, haveemployment contracts with Schindler Management Ltd.and participate in the Schindler Capital ParticipationProgram 2000. They are allocated shares and options ofALSO Holding AG.

42



Under the terms of the share plan, the shares that areallocated pass into the ownership of the President of theManagement Committee and of the Chief OperatingOfficer respectively and carry all associated rights, butare subject to a vesting period of three years duringwhich they may not be sold.

Under the option plan, the President of the ManagementCommittee and the Chief Operating Officer receive onan annual basis additional option rights for the purchaseof shares of ALSO Holding AG at a predeterminedprice. This plan, which will be renewed each year, willrun for nine years, and the options can only be exercisedafter a vesting period of three years. All options entitlethe holder to purchase shares only and cannot be takenin cash.

The fair value of the option premiums from the capitalparticipation plan (see Note 6.1), determined accordingto the Hull-White model, is recorded through the man-agement fees of Schindler Management Ltd. andcharged to personnel expenses over the vesting periodof three years.

2.12 Financial assets and liabilitiesFinancial assets and liabilities are categorized as fol-lows:

Financial instruments originated or acquired by thecompany. These comprise loans and receivables.

Financial assets and liabilities “at fair value throughprofit and loss” are recognized in the balance sheet atfair value. This category includes derivatives. Inaddition, certain financial instruments can be desig-nated if the requirements are met.

Financial instruments available for sale, whichinclude all financial instruments which cannot beassigned to one of the above categories.

Financial liabilities comprise mainly long-term finan-cial debt, which is measured at amortized cost.

The financial assets are initially measured at cost,including transaction costs, with the exception of finan-cial instruments held “at fair value through profit andloss”. All purchases and sales are booked on the tradedate.

After their preliminary recognition, the financial assetsare measured depending on their category as follows:

“At fair value through profit and loss”: at fair value. Ifthe fair value is not readily available, it is calculatedusing recognized measurement methods. Any changesin fair value are reported in the net financial result(financial income or financial expense) of the respec-tive reporting period.

“Loans and receivables”: at amortized cost using theeffective interest method.

“Available for sale”: at fair value. Any unrealizedchanges in fair value are recognized in other compre-hensive income, except for interest and exchange ratefluctuations on borrowing instruments. In the case ofsale, impairment or disposal, the cumulative gainsand losses that are recognized in other comprehensiveincome are transferred into the net financial result(financial income, financial expense) of the currentreporting period.

At each balance sheet date, or whenever indicationsexist, the carrying amounts of all financial assets thatare not measured at fair value are tested for impairment(e.g. significant financial difficulties of the debtor etc.).Any expense due to an impairment is recognized in thestatement of comprehensive income.

The method used to record the resulting gain or loss offinancial derivatives is dependent on whether the instru-ment is designed to hedge a specific risk and whether itqualifies for hedge accounting. On the date a derivativecontract is entered into, the Group designates deriva-tives which qualify as hedges for accounting purposesas either a) a hedge of the fair value of a recognizedasset or liability (fair value hedge) or b) a hedge of aforecasted transaction or firm commitment (cash flowhedge).

Changes in the value of derivatives which are fair valuehedges are recognized in profit or loss, along with anychanges in the fair value of the underlying asset or lia-bility. Changes in the value of items held for the purposeof hedging future cash flows are recognized in othercomprehensive income. When the hedged asset or liabil-ity or the respective expense or income is recorded forthe first time, the changes in value recorded in othercomprehensive income are included in the underlyingtransactions. Changes in the value of items that do notqualify as hedges are recorded directly in the financialresult.

43



The purpose of hedge accounting is to match the impactof the hedged item and the hedging instrument in theprofit and loss statement. To qualify for hedge account-ing, the hedging relationship must meet several require-ments regarding documentation, probability of occur-rence, effectiveness and reliability of measurement.ALSO therefore documents its assessment, both at thehedge inception and on an ongoing basis, of whether thederivatives that are used in hedging transactions arehighly effective in offsetting changes in fair values orcash flows of hedged items.

Changes in the fair value of derivative financial instru-ments not used as hedges are reported in the statementof comprehensive income.

2.13 CashIn addition to cash and current account balances, cashalso includes time deposits with an original term of upto three months.

2.14 Trade receivablesTrade receivables are reported at nominal value lessnecessary allowances. The allowances cover theexpected default risks. Financial assets with a potentialrequirement for impairment are grouped with othershaving a similar default risk and are jointly tested forimpairment and their value is correspondingly adjusted.Additionally, individual allowances on trade receivablesare made when there are indications that the customerwill not be able to meet his payment obligations (insol-vency etc.).

The impairment of trade receivables takes place indi-rectly via a separate impairment account. The impair-ment charged to the statement of comprehensive incomeis recognized as deductions from revenue. Should atrade receivable no longer be collectable, the receivablealong with the allowance already charged is derecog-nized. Should a payment subsequently be received, it iscredited to Deductions from Revenue.

2.15 InventoriesInventories are recognized at the lower of cost or netrealizable value. ALSO applies the FIFO method. Provi-sions are made for slow-moving inventories or invento-ries with purchase cost higher than net realizable value.Unsaleable inventories are written off in full.

2.16 Property, plant and equipmentProperty, plant and equipment are measured at acquisi-tion cost less subsequent depreciation. Borrowing costsof qualifying assets (project duration greater than 12months) are capitalized. Maintenance and repair costswith no added value effect are not capitalized. Signifi-cant capital expenditure is broken down into its compo-nents if the estimated useful lives of the asset compo-nents differ.

Depreciation is calculated using the straight-line methodover the estimated useful life of the asset. Impairmentsare recognized under “Depreciation” and shown sepa-rately in the Notes. The depreciation method, estimatedresidual value and useful lives are verified annually.

Land Not subject to depreciationBuildings Useful life 20–50 yearsEquipment Useful life 2–15 yearsMotor vehicles Useful life 3–5 years

44



2.17 Financial leasesLeasing agreements which, from an economic perspec-tive, represent purchases of equipment with the neces-sary financing, are classified as finance leases. Equip-ment financed by means of such leasing agreements isinitially recognized at cost or the net present value of thefuture lease payments, if lower. Non-current assetsarising from finance leases are depreciated over theirestimated useful life or the period of the lease agree-ment, if shorter. Outstanding liabilities arising fromfinance leases are shown under short-term and long-term financial liabilities.

Leasing agreements in which not all significant risksand opportunities pertaining to ownership of the assetare classified as operating lease agreements.

2.18 Intangible assetsIntangible assets include goodwill as well as licenses,patents and similar rights acquired from third parties,customer lists and supplier contracts, brand names andsoftware. The amortization of all intangible assets withdefinite useful lives is calculated using the straight-linemethod over the estimated useful life of the asset.Impairment losses are recognized as amortization anddisclosed separately in the Notes. Material borrowingcosts relating to qualifying assets (project durationgreater than 12 months) are capitalized.

Intangible assets with indefinite useful lives are notamortized. With the exception of goodwill no intangibleassets with indefinite useful lives are capitalized.

Software Useful life 2–5 yearsCustomer lists andsupplier contracts Useful life 7–14 yearsGoodwill Indefinite useful life

2.19 ImpairmentGoodwill is tested for impairment each year at the endof August or more frequently if indicators exist. (seeNote 4.7). This requires an evaluation of the fair value orvalue in use of the underlying cash-generating units. Tocalculate this, the future cash flows are estimated on thebasis of budgeted figures over a maximum of threeyears, applying an appropriate discount rate. Impair-ment losses are recognized in the statement of compre-hensive income and are not reversed in the followingperiods.

The carrying amount of the other non-current assets isreviewed whenever events or changes of circumstanceindicate a possible impairment. If there are any indica-tions of a substantial loss in value, the recoverable valueof the asset is calculated on the basis of anticipatedfuture cash flows. If the carrying value exceeds theamount, the asset will be impaired down to the valuethat appears to be recoverable. This impairment isreported separately in the Notes. Reversals are possibleif, at a later date, an impairment test confirms that theloss in value no longer exists.

2.20 ProvisionsProvisions for commitments and contingencies are rec-ognized if the Group has a present obligation from apast event which will lead to a probable cash outflowand if a reasonable estimate of the obligation can bemade.

Restructuring charges are accrued against the operatingresult in the period in which Management has commit-ted to a restructuring plan and the costs of which can bereliably estimated.

The provisions which are not discounted as a major partof the payments are usually due within 24 months or theinterest component of the individual provisions is notmaterial.

45



2.21 TaxesTaxes on income are accrued in the same periods as therevenue and expenses to which they relate and areshown as tax liabilities. Deferred taxes include theincome tax effects of differences between the Group’sinternal valuation criteria and the local tax valuationguidelines for assets and liabilities (comprehensive lia-bility method). Deferred taxes are adjusted annually forany changes in local tax legislation. Tax loss carry-for-wards are reported as deferred tax assets only when it isprobable that taxable future profits will be sufficient toutilise the loss carry-forwards (see Note 3.6).

Taxes that would have to be paid in the event of a distri-bution of retained earnings in the subsidiaries are notaccrued for unless this type of distribution is expectedto be made in the near future.

2.22 EquityThe Group’s capital reserves consist of payments madeby shareholders in excess of the nominal value of shares.Gains or nominal losses resulting from the sale oftreasury shares are also shown under capital reserves.

Dividends are charged to equity in the period in whichthey are declared.

46

2917149 3038086 1261148 1341450 0 0 4178297 4379536

31631 28356 3639 1994 0 0 35270 30350

2948780 3066442 1264787 1343444 0 0 4213567 4409886

–4288 –4346 –2738 –3188 –4467 –7851 –11493 –15385

0 0 0 0 0 –14588 0 –14588

47968 54188 8800 12249 –4907 –26469 51861 39968

1.6% 1.8% 0.7% 0.9% 1.2% 0.9%

–12177 –12570 –3036 –2792 –4550 –7533 –19763 –22895

35791 41618 5764 9457 –9457 –34002 32098 17073

1.2% 1.4% 0.5% 0.7% 0.8% 0.4%

397097 496037 222049 219481 115485 96783 734631 812301

25562 9704 425 684 1085 0 27072 10388

333 63 63 232 21866 2937 22262 3232

704 695 712 763 31 32 1447 1490

724 703 723 741 32 29 1479 1473

994414 961913 1954366 2104529 1264787 1343444 4213567 4409886

99519 78299 4290 6169 53373 54139 157182 138607


3. Notes to the statement of comprehensive income

3.1 Segment information continuing operations


Switzerland/Germany

Northern/Eastern Europe Adjustments Group

CHF 1000 2010 2009 2010 2009 2010 2009 2010 2009

Net revenue from product sales

Service revenue

Total net sales*


Impairment of brand name


As % of net sales

Net financial income/expense


As % of net sales

Segment assets**

Investments– in property, plantand equipment

– in intangible assets

Average headcount

Headcount at year end

The following definitions for headcount apply:

– Average headcount: average number of full-time equivalents incl. temporary employees

– Headcount at year end: number of full-time equivalents incl. temporary employees

Geographicalinformation Switzerland Germany Others Group

Totalnet sales

Non-current assets***

* There is no intercompany revenue from transactions between segments

** Including discontinued operations (Sweden/Poland) TCHF 367 (previous year: TCHF 1984) in segment Northern/Eastern Europe

*** Excluding deferred tax assets

Customers accounting for more than 10% of Group sales revenueSales revenue received by the ALSO Group from a single customer in the Switzerland /Germany segment wasCHF 835 million (previous year: CHF 1237 million).

47

–3912 –7851

–555 –14588

–440 –4030

–4907 –26469



The ALSO Group is a leading wholesale and logistics company in the information and communications technology andconsumer electronics sectors. It distributes the products of leading hardware and software manufacturers as well as ITconsumables to specialist traders and retailers in the market segments Switzerland/Germany and Northern/EasternEurope.

The segment reporting is based on management approach. The results of the operational segments are regularlyreviewed by the “Chief Operating Decision Maker” (CODM), Thomas C. Weissmann, to make decisions aboutresource allocation.

The reconciliation (“Adjustments”) of the segment results to the consolidated figures contains centralized activitiesin Switzerland and Finland which are not allocated to the segments. The material positions are listed in the table“Details of the reconciliation”.

The allocation of net revenue is determined by the place where invoicing occurs. The assets contain all balance sheetitems that can be directly allocated to a segment. Investments contain the purchase costs of property, plant andequipment, and of intangible assets.

Profit before tax contains all income and expenses that occur directly in the operating segment. It also includescentrally occurring expenses that are allocated directly (at arm’s length) to the operating core businesses. Profitbefore tax is the main performance indicator in the ALSO Group.

A reconciliation of the consolidated figures with the management reporting is not required, since internal andexternal reporting are based on the same accounting principles. The discontinued operations are disclosed in thestatement of comprehensive income as “Net profit/loss discontinued operations (after tax)” and are not included inthe segment reporting.

Details of the reconciliation

CHF 1000 2010 2009

Amortization of tangible and intangible assets 1)

Amortization of brand name GNT

Incentive program, strategic IT costs, mark-up management fees

Total at EBIT level

1) Includes mainly amortization of vendor and customer contracts. Prior year balance additionally includes amortization associated with the

strategic SAP decision.

The segment assets of the reconciliation column mainly contain goodwill, brand names, intangible assets of vendorand customer contracts (in line with previous year) as well as capitalized SAP project costs.

48

45800 46042

–52856 –48898

–7056 –2856

6909 2 564

–147 –292

147 292

–2456 –3222

168 1777

0 –17

–1570 –1826

2002 2021

–1856 –1267

2.8% 13.0%

–90064 –92802

–15582 –14753

–1937 –1306

–165 –85

–107748 –108946


Defined benefit plan

CHF 1000 2010 2009

Fair value of plan assets

Present value of defined benefit obligations

Deficit

Unrecognized actuarial losses

Total net book value

Reported in the balance sheet as employee benefit liabilities

Net employee retirement benefit expenses for defined benefit plans

CHF 1000 2010 2009

Current service cost

Gains from termination of plan in Norway

Recognized actuarial losses

Interest cost

Expected return on plan assets

Net employee retirement benefit expenses

Effective return on plan assets

3.3 Employee benefitsThe employee retirement benefit plans of the ALSO Group are based on the legal requirements of the respectivecountries. There are only defined benefit plans in Switzerland and Norway whereas the defined benefit plan inNorway was converted to a defined contribution plan as at 31 December 2009.


CHF 1000 2010 2009

Salaries and wages

Social and pension costs

Other employee related costs

Employee shares / options

Total personnel expenses

Total personnel expenses include management fees amounting to TCHF 3557 (prior year: TCHF 3258), which werepaid to Schindler Management Ltd. for the use of central services.

3.2 Personnel expenses continuing operations

49

46042 44934

–478 –1232

2002 2021

–163 956

1477 1523

2008 1884

–5149 –4315

61 271

45800 46042

48898 51039

–458 –2401

2456 3222

1570 1826

4074 –2177

1477 1523

–5149 –4315

–12 181

52856 48898

33.2% 31.0%

40.4% 38.0%

14.2% 14.2%

12.2% 16.8%

100.0% 100.0%


Change in fair value of plan assets

CHF 1000 2010 2009

Book value as of 1 January

Termination of plan in Norway


Actuarial (losses) gains

Employee contributions

Employer contributions

Net benefits (paid) received


Book value as of 31 December

Employer contributions for 2011 are expected to amount to TCHF 2198.

Change in the present value of defined benefit obligations

CHF 1000 2010 2009

Book value as of 1 January

Termination of plan in Norway

Service cost

Interest cost

Actuarial gains (losses)

Employee contributions

Net benefits received (paid)


Book value as of 31 December

Investment structure of plan assets 2010 2009

Equity instruments

Bonds

Real estate

Other assets

Total


50

3.0% 3.3%

4.6% 4.6%

2.3% 2.3%

0.7% 0.7%

15.0% 15.0%

45800 46042 44934 53338 51502

52856 48898 51039 49442 52380

–7056 –2856 –6105 3896 –878

–2247 2180 4149 3479 0

–163 956 –12608 –1925 –2742

1877 2121

–22104 –20994

–31973 –32767

–14232 –12501

–68309 –66262



CHF 1000 2010 2009

Rent, leasing, maintenance and repair expenses

Marketing and administrative expenses

Insurance, consulting and other operating expenses

Total other operating expenses

3.4 Other operating expenses / income continuing operations

Long-term comparison

CHF 1000 2010 2009 2008 2007 2006

Fair value of plan assets

Change in the present value of defined benefit obligations

Surplus/deficit

Experience adjustments on plan assets

Experience adjustments on defined benefit obligations

Net pension cost for defined contribution plans

CHF 1000 2010 2009

Employer contributions

Principal actuarial assumptions 2010 2009

Discount rate


Future salary increases

Future pension increases

Fluctuation rate


The expected return on plan assets was determined by considering the expected returns available on the assetsunderlying the current investment policy. Expected yields on fixed interest investments are based on gross redemp-tion yields at the balance sheet date. Expected returns on equity and property investments reflect long term rates ofreturn experienced in the respective markets.

51

0 49

23142 22362

23142 22411

449 856

1862 3307

2311 4163

–17830 –20721

–2387 –2704

–1857 –3633

–22074 –27058

–19763 –22895

1862 3307

–1857 –3633

690 578

695 252



CHF 1000 2010 2009

Gains from sales of property, land and equipment


Total other operating income

3.5 Net financial income / expense continuing operations


Financial income

CHF 1000 2010 2009

Interest income

Foreign exchange gains

Total financial income

Financial expenses

CHF 1000 2010 2009

Interest expenses

Interest expenses to related parties

Foreign exchange losses

Total financial expenses

Financial result


CHF 1000 2010 2009

Foreign exchange gains in financial income

Foreign exchange losses in financial expenses

Foreign exchange differences recorded in gross margin

Total foreign exchange differences

Other operating income mainly includes contributions for advertising costs from suppliers.

52

0 –295

–82 55

–82 –240

–7998 –6837

113 –16

1483 4293

–6402 –2560

0 –2

–6402 –2562

32098 17073

456 523

32554 17596

–24.5% –24.6%

–7976 –4329

1613 2554

–745 –2501

489 –193

0 1286

113 –16

104 637

–6402 –2562

–19.7% –14.6%


Tax effects of changes in items recognized in other comprehensive income

Foreign currency adjustments on loans at foreign subsidiaries

Fair value adjustments on cash flow hedges

Total tax effects in other comprehensive income


The weighted tax rate is calculated from the income tax rates that are expected to apply for the Group companies inthe respective tax jurisdictions.

CHF 1000 2010 2009

Income taxes in the period under review

Income taxes in prior periods

Deferred income taxes

Total continuing operations

Total discontinued operations

Total income tax expenses

Analysis of tax expense

CHF 1000 2010 2009

Profit before tax continuing operations

Profit before tax discontinued operations

Profit before taxes Group

Expected tax rate (weighted)

Expected income tax expense

Utilization of previously unrecognized tax losses

Income tax losses not recognized

Income not subject to tax / non deductible expenses

Reduction deferred tax rate

Tax effect from prior periods

Other factors

Effective income tax expenses

Effective income tax rate

3.6 Income taxesThe main elements explaining the difference between the expected Group tax rate and the effective Group tax rateare:

53

240 371 2554 3590 809 384

0 0 1490 1624 –10 –759

0 0 4002 5617 816 3963

301 495 107 112 –250 529

0 118 0 0 118 176

541 984 8153 10943 1483 4293

–9959 –13983

1401 4053

946 –29

–7612 –9959

54395 57388

0 0

54395 57388

0 0

54395 57388

14865 14699


Movements in deferred taxes net

CHF 1000 2010 2009

1 January

Movements in temporary differences


31 December

Tax loss carry-forwards

CHF 1000 2010 2009

Total tax loss carry-forwards

Of which recognized as deferred tax assets

Total tax loss carry-forwards not recognized

To be carried forward: – in two to five years

– in more than five years

Tax effect on unrecognized tax loss carry-forwards

The loss carry forwards existing at 31 December 2010 are mainly from Norway and Finland (in the previous year alsofrom Germany). The tax loss carried forward of the discontinued operations (Sweden /Poland) of TCHF 42415 (pre-vious year: TCHF 52952) is not included in the above table.

The tax loss carry-forwards are not recognized as deferred tax assets as they cannot be compensated with otherGroup profits. Additionally, it is unlikely that the entities carrying the tax loss forwards will have future taxableprofit to realize the related tax benefit.

On 31 December 2010, there were no deferred tax liabilities for retained earnings amounting to TCHF 8315 (previ-ous year: TCHF 9388) with subsidiaries which are liable to tax in the event of a dividend distribution. There are noplans for dividend distributions in the foreseeable future in these cases.


Deferred taxes Balance sheet Balance sheetComprehensive

income

deferredtax assets

deferredtax liabilities

CHF 1000 2010 2009 2010 2009 2010 2009

Temporary differences

– Current assets

– Property, plant and equipment

– Intangible assets

– Provisions

– Other temporary differences

Total deferred taxes

54

0 624

0 –509

0 115

0 0

–54 –29

0 –3

454 416

400 499

57 273

–1 –249

456 523

0 –2

456 521

0.07 0.09

0.07 0.09

–69 –9313

–1235 0

1 –1365



CHF 1000 2010 2009

Total net sales

Cost of goods sold and service expenses

Gross margin

Personnel expenses





Financial income

Financial expense


Income taxes

Net profit discontinued operations

Net profit per share in CHF discontinued operations

Undiluted net profit per share

Diluted net profit per share

Cash flow discontinued operations

Operating activities

Investing activities

Financing activities

3.7 Discontinued operationsIn 2008 it was decided to close the two subsidiaries in Poland and Sweden. The company in Poland was liquidatedin 2010. Sweden is continuing as a dormant company.

The results for Sweden and Poland have developed as follows:

55

163852 156184 6563 395 0 710

–2682 –1865 –172 –40 0 –605

161170 154319 6391 355 0 105

262591 228090 20924 2070 8118 3389

1 1 0 0 0 0

262592 228091 20924 2070 8118 3389

–4542 –1372 –438 –93 –1751 –888

258050 226719 20486 1977 6367 2501

10253 64755

10259 0

20512 64755



4.2 Accounts receivable

due since

CHF 1000 2010 not due1 to

15 days16 to

30 days31 to

180 days > 180 days

Accounts receivable from third parties

Allowance for bad debts

Total accounts receivable net

due since

CHF 1000 2009 not due1 to

15 days16 to

30 days31 to

180 days > 180 days

Accounts receivable from third parties

Accounts receivable fromrelated parties

Total accounts receivable gross

Allowance for bad debts

Total accounts receivable net

As of the date of the balance sheet, the trade accounts receivable that are neither impaired nor in arrears contain noindications that the customers will not meet their payment obligations.

By means of Asset Backed Securities (ABS) transactions, ALSO has sold trade receivables to independent banks.The Asset Backed Securities transactions only reduce the volume of receivables in the Group where a completetransfer of risk takes place.

As at 31 December 2010, no receivables (previous year: CHF 102.6 million) were pre-financed (pledged) withoutfull transfer of risk. The corresponding financial liability is shown in Note 4.8. ALSO bears the entire default risk ofthese receivables.

Cash includes cash, postal check account, bank accounts and time deposits up to a maximum of three months. Inaddition, short-term cash deposits with the majority shareholder, which can be called at any time, are included in thisposition.

4. Notes to the consolidated balance sheet as of 31 December

4.1 Cash

CHF 1000 2010 2009

Cash at bank and on hand

Short-term cash deposits with related parties

Total cash

56

8433 9852

268560 234602

276993 244454

201 163

–3427 –5099

273767 239518

1570 1213

88392 83963

120 425

90082 85601

31377 24786

121459 110387

–4542 –3692

587 21

–3274 –5055

4544 3856

3 328

–2682 –4542

–1827 –1939

–855 –2603

–3 –328

200 443


4.3 Inventories

CHF 1000 2010 2009

Goods assigned to projects

Trading stock

Subtotal inventories

Downpayments to suppliers

Inventory provision

Total inventories

4.4 Prepaid expenses and accrued income

CHF 1000 2010 2009

Various tax receivables

Other receivables

Derivative financial instruments (Note 5.2)

Other receivables


Total prepaid expenses and accrued income


The bad debt provision on trade accounts receivable has developed as follows:

CHF 1000 2010 2009

Status of bad debt provision on 1 January


Creation

Release

Utilization

Status of bad debt provision on 31 December

Of which flat rate

Of which individual

Expenses for derecognition of trade accounts receivable

Income from receipt of derecognized trade accounts receivable

Goods assigned to projects are covered by purchase obligations. For most trading stock there are limited durationprice protection guarantees from the vendors/manufacturers. The ALSO companies usually purchase goods in localcurrency. A recognizable loss of value due to a lower inventory turnover, ageing etc. is taken into account throughinventory provisions.

In the year under review, sales discounts, inventory differences and changes in inventory provision totallingTCHF 1566 (previous year: TCHF 2219) were charged to the statement of comprehensive income.

Prepaid expenses mainly comprise accruals associated with the products business. Other receivables consist mainlyof financing reserves from current sales of accounts receivable.

57

13656 25638 3691 42985

24343 698 2031 27072

0 0 –1410 –1410

–991 –3999 –1936 –6926

–1932 –2439 –98 –4469

35076 19898 2278 57252

38836 51508 16351 106695

–3760 –31610 –14073 –49443

35076 19898 2278 57252

0 7221 0 7221

13780 23010 3346 40136

786 7014 2588 10388

0 4 –4 0

0 –289 –93 –382

–830 –4341 –2146 –7317

–80 240 0 160

13656 25638 3691 42985

16805 56057 20956 93818

–3149 –30419 –17265 –50833

13656 25638 3691 42985

0 10648 0 10648



4.5 Property, plant and equipment

CHF 1000Land andbuildings Equipment Total

Net book values as of 1 January 2010

Additions

Disposals

Depreciation


Net book value as of 31 December 2010

Overview as of 31 December 2010

Acquisition costs

Accumulated depreciation / impairment


Thereof finance lease

CHF 1000Land andbuildings Equipment

Other proper-ty, plant andequipment Total

Net book values as of 1 January 2009

Additions

Reclassifications

Disposals

Depreciation




Acquisition costs



Thereof finance lease

Other proper-ty, plant andequipment

Property, plant and equipment are insured for a total of TCHF 111560 (previous year TCHF 105132).

The item “Land and buildings” includes land and buildings used for operational purposes. The item “Equipment”mainly consists of leasehold improvements, machines and installations, furnishings and equipment. The remainingproperty, plant and equipment comprise IT and communications systems as well as vehicles.

The are no gains and losses from the sale of plant, property and equipment (previous year: TCHF 49).

58

68755 24934 597 1336 95622

0 0 0 22262 22262

0 –3159 –555 –856 –4570

–9627 –3583 –42 –132 –13384

59128 18192 0 22610 99930

59128 31561 12606 33293 136588

0 –13369 –12606 –10683 –36658

59128 18192 0 22610 99930

69173 28522 15026 2706 115427

0 0 0 3232 3232

0 –3457 0 –4614 –8071

0 0 –14588 0 –14588

–418 –131 159 12 –378

68755 24934 597 1336 95622

68755 37369 14925 12326 133375

0 –12435 –14328 –10990 –37753

68755 24934 597 1336 95622


4.6 Intangible assets

CHF 1000 Goodwill

Supplierand customer

contractsBrand name

GNT

Otherintangible

assets Total

Net book value as of 1 January 2010

Additions





Acquisition costs

Accumulated depreciation/impairment


CHF 1000 Goodwill

Supplierand customer

contractsBrand name

GNT

Otherintangible

assets Total

Net book value as of 1 January 2009

Additions

Disposals

Impairment brand name GNT




Acquisition costs




Contracts with suppliers and customers and the GNT brand name include identified intangible assets associatedwith the acquisition of the GNT Group (Northern /Eastern Europe segment). The item other intangible assets con-sists of application software and licenses for Group companies.

In the previous year, ALSO decided to abandon the brand name GNT in 2010. This decision resulted in an impair-ment of the brand name of TCHF 14588 in the previous year, and in April 2010 the name ALSO was introduced atall operating companies in the Northern /Eastern Europe market segment.

The additions in other intangible assets include predominantly capitalized SAP project costs.

With the exception of goodwill, no intangible assets with indefinite useful lives are capitalized. The average residualamortization period for supplier contracts is 3 years and for customer contracts 10 years.

59

54276 63903

4852 4852

59128 68755

8.4% 10.1%

6.2% 4.7%

6.1% 6.0%


Goodwill Northern /Eastern Europe is monitored by means of value in use calculations of a group of cash gene-rating units. The value in use is calculated using a discounted cash flow model. This is based on planningassumptions over a period of three years plus residual value, all of which have been approved by Management.The residual value takes into account a growth rate of 2% (previous year: 2%). The pre-tax discount rates appliedand the average growth rate are set out in the above table. No impairment test was carried out for the goodwill of“Supply”.

Value in use calculation for the group of cash generating units in segment Northern /Eastern Europe is sensitiveto assumptions relating to balance sheet structure, gross margin, and cost structure. The balance sheet structureand the gross margin are derived from historical values as well as from strategic and economic changes. The coststructure is determined by the expected gross margin.

The value in use is substantially higher than the reported net assets. Under certain circumstances, a change inassumptions, e.g. a sustained deterioration in the gross margin, or a change in the balance sheet and cost structure,would cause an impairment of the goodwill. ALSO is in the opinion that in the event of a deterioration of the grossmargin, the cost structure would be adapted, and an impairment would only be probable in the case of a deterio-ration of all of assumptions that are used.


4.7 Impairment test

CHF 1000 2010 2009

Net book value goodwill Northern / Eastern Europe

Net book value goodwill Supply

Total goodwill

Discount rate goodwill Northern / Eastern Europe

Average growth rate sales revenue

Average gross margin

60


30023 1.5% 2134 Euribor +0.7 to 1.2%

0 1.6 to 2.0% 42918 1.9 to 2.3%

2162 3.7 to 5.6% 2262 3.7 to 5.6%

63 80445 Euribor +0.7 to 1.3%

46250 6.3% 0

1151 Euribor +1.1% 440 Euribor +1.1%

79649 128199

45000 4.1 to 4.3% 45000 4.1 to 4.3%

0 54760 6.3%

1486 3.7 to 5.6% 4270 3.7 to 5.6%

25000 3.0% 1362 Euribor +1.1%

71486 105392

151135 233591

4.8 Current and non-current financial liabilities

CHF 1000 2010 2009

Net bookvalue Interest rate

Net bookvalue Interest rate

Current financial liabilities

Amounts owed to banks and third-party loans

Liabilities to the principal shareholder

Finance lease

Receivables selling program

Private placement 1)

Mortgages

Total current financial liabilities

Non current financial liabilities

Bank loans

Private placement 1)

Finance lease

Mortgages

Total non-current financial liabilities

Total financial liabilities


For financing purposes, the ALSO Group pledges receivables to independent banks. The prefinanced funds remainin the balance sheet and, provided that the default risk remains with ALSO, the pre-financing is reported underfinancial liabilities.

CovenantsCertain financial liabilities are subject to covenant clauses, under which stipulated financial key figures must beattained. A longterm bank loan of CHF 20 million is tied to a covenant requiring a consolidated shareholders’equity of minimum CHF 180 million. As at 31 December 2010, all covenants were met.

1) of which CHF 31.3 million (previous year: CHF 37.0 million) to the main shareholder.

61

85445 86125

33469 46778

10493 11097

936 1046

1317 1082

46215 60003

131660 146128


4.9 Accrued expenses and deferred income

CHF 1000 2010 2009

Accrued expenses

Various tax payables

Other payables to third parties

Other payables to related parties

Derivative financial instruments (Note 5.2)

Other payables

Total accrued expenses and deferred income


Accrued expenses and deferred income are shown in the balance sheet at nominal value. They comprise short-term expense accruals and deferred income relating to revenue for subsequent accounting periods alreadyreceived, as well as accruals for goods received but not yet invoiced. Tax payables include value added and othertax liabilities.

62

302 10886 667 11855

41 0 1469 1510

0 –9976 –68 –10044

–3 339 –25 311

340 1249 2043 3632

340 805 77 1222

0 444 1966 2410

340 1249 2043 3632

54 77 0 131

0 –543 –62 –605

0 –178 –367 –545

–58 –111 –249 –418

336 494 1365 2195

336 181 0 517

0 313 1365 1678

336 494 1365 2195



The restructuring provisions contain the cost of closure of the entities in Poland and Sweden.

Guarantee provisions cover expenses that have not yet been incurred but can be expected before the end of theguarantee period.

Other provisions include provisions for onerous contracts, deferred receivables and other risks. These provisions aregenerally utilized within five years.

4.10 Provisions

CHF 1000

Guarantees,returned goods,

complaintsRestruc-

turing costsOther

provisions Total

Total as of 1 January 2009

Addition

Utilization


Total as of 31 December 2009

Current provisions

Non-current provisions

Total for 2009

Addition

Utilization

Release


Total as of 31 December 2010

Current provisions

Non-current provisions

Total for 2010

63

150 0

0 0

150 0

0 0

150 0

64.00% 64.00%

15.03% 11.06%

5.07% 5.07%


4.11 Shareholders’ equityThe number of outstanding registered shares with a nominal value of CHF 1 per share totalled 6039012 (previousyear: 6039012) as of 31 December 2010.

Treasury shares

CHF 1000 Number Value

1 January 2009

Deductions for employee share programm

31 December 2009

Change 2010

31 December 2010

Major shareholders 31.12.10 31.12.09

– Schindler Holding AG, Hergiswil (Switzerland)

– Bestinver Gestion, S.G.I.I.C., S.A., Madrid (Spain)

– SaraSelect Anlagefonds, Basel (Switzerland)

(participation according to the Swiss Official Gazette of Commerce)


According to a decision of the Board of Directors only 5% of the voting rights of both Bestinver Gestion andSaraSelect are entered in the share register. Other shareholders are registered with their total stock.

Regulations regarding the restricted transferability of sharesIn accordance with Art. 5 of the Articles of Association, the Board of Directors may refuse to register a purchaserof shares as a full shareholder (i.e. as a shareholder with voting rights) if the purchaser would hold more than 5% ofvoting rights as a result of his/her entry in the share register.

Retained earningsThe distribution of retained earnings is subject to restrictions:Special reserves of ALSO Holding AG can be distributed following a resolution by the Annual General Meetingto this effect.The reserves of subsidiaries are first distributed to the parent company in accordance with local tax regulationsand legislation.

Opting outThe Articles of Association contain an opting out clause.

64

40000 0 318

40000 0 318

20000 0 812

20000 0 812

25696000 14513000

456000 521000

26152000 15034000

6039012 6039012

–150 –150

6038862 6038862

4.33 2.49

26152000 15034000

6038862 6038862

684 39

6039546 6038901

4.33 2.49


5. Further information on the consolidated financial statements

5.1 Contingent liabilitiesThere are no pledges or guarantees in favour of third parties.

5.2 Financial instruments


2010 2009

Profit continuing operations CHF

Profit discontinued operations CHF

Net profit Group CHF

Shares issued number

Less treasury shares (weighted) number

Shares issued (weighted) for calculation number

Undiluted earnings per share CHF

Diluted net profit Group CHF

Shares issued (weighted) for calculation number

Adjustment for dilution from options number

Diluted shares number

Diluted earnings per share CHF

The company has 150 treasury shares in its portfolio. In the above table, these treasury shares are deducted from thetotal number of shares outstanding. The diluted figures include the effect of the option program.

At the extraordinary meeting of shareholders on 8 February 2011, it was decided to pay out an additional dividendof TCHF 6039 (CHF 1.00 per registered share) from the retained earnings 2009. The Board of Directors willpropose to the Annual General Meeting on 10 March 2011 to pay no further dividend for the financial year 2010(previous year: TCHF 4227, CHF 0.70 per registered share).

4.12 Earnings per share / dividends per share

Hedging transactionsHedging

instrumentsCHF 1000Contract

valueFair value

Riskpositive negative

Cash flow hedge InterestInterest

rate swap

Total 31 December 2010

Cash flow hedge InterestInterest

rate swap

Total 31 December 2009

There are two interest rate swaps running until max. 2012.

65

20512 20512 20512

161170 161170 161170

88392 120 32947 121459 121459

151135 151135 153652

241177 241177 241177

999 11429 318 118914 131660 131660

64755 64755 64755

258050 258050 258050

83963 425 25999 110387 110387

233591 233591 238073

218613 218613 218613

270 12143 812 132903 146128 146128



Fair value of the financial instruments

CHF 1000

Loansand

receivables

Heldfor

trading*Amortized

costHedge

accounting*

Nonfinancial

instruments

Totalbookvalue

Fairvalue

Financial assets31.12.10 31.12.10

Cash (Note 4.1)

Accounts receivable(Note 4.2)

Prepaid expenses and accrued income(Note 4.4)


Financial liabilities (Note 4.8)

Accounts payable

Accrued expenses and deferred income(Note 4.9)

Financial assets31.12.09 31.12.09

Cash (Note 4.1)

Accounts receivable(Note 4.2)

Prepaid expenses and accrued income(Note 4.4)


Financial liabilities (Note 4.8)

Accounts payable

Accrued expenses and deferred income(Note 4.9)

* All financial instruments included in these categories are valued according to level 2.

Market value hierarchyALSO applies the following valuation hierarchy to determine the fair value of financial instruments:

Level 1 Listed market price in active markets.Level 2 Valuation methods in which all assumptions that have a material impact on the market value

are indirectly or directly available.Level 3 Valuation methods with assumptions that have a material impact on the market value

which are not publicly available.

In the reporting year there were no changes in the valuation hierarchy for any financial assets or liabilities.

66

2235 2517

1547 4419

3782 6936

–134 –404

3648 6532

2162 2262

1486 4270

0 102586

11195 22299

30574 6718

41769 131603

12348 15799

32579 46137

21443 40291



Finance lease

CHF 1000 2010 2009

Due in 1st year

Due in 2nd – 5th year

Minus interest expense component

Total financial debt from finance lease (Note 4.8)

Of which current

Of which non-current

5.3 Pledged or assigned assets serving as collateral for own liabilities

CHF 1000 2010 2009

Receivables

Inventories

Property, plant and equipment

Total assets pledged

Payment in respect of operating leases relate mainly to rental agreements for the logistics buildings in Germany,Switzerland, Finland and Norway. During the year under review, the cost charged to the statement of comprehensiveincome totalled TCHF 14623 (previous year: TCHF 13928).

5.4 Rental and leasing commitments

Payments for fixed-term contracts (operating leases)

CHF 1000 2010 2009

Due in 1st year

Due in 2nd – 5th year

Due from the 6th year onwards

The above assets have been pledged as collateral against existing financial liabilities.

The finance leases comprise primarily warehouse automation systems in Norway and Finland.

67

6039

100.0% 100.0% 100

100.0%1)

– 500

100.0% 100.0% 103

100.0% 100.0% 10000

100.0% 100.0% 841

100.0% 100.0% 11063

100.0% 100.0% 3000

100.0% 100.0% 842

100.0% 100.0% 6500

–2)

100.0% 3000


6. Subsidiaries

D = Distribution

S = Service/holding company

1) Founded as of 30 April 2010

2) Liquidated as of 16 December 2010

Country Head office Company

Partici-pation

31.12.10

Partici-pation

31.12.09

Sharecapital

in 1000Cur-rency Code

Switzerland Hergiswil ALSO Holding AG CHF S

Emmen ALSO Schweiz AG CHF D

Emmen ALSO IT AG CHF S

Germany Straubing ALSO Deutschland GmbH EUR D

Finland Tampere ALSO Nordic Holding Oy EUR S

Tampere ALSO Finland Oy EUR D

Norway Sandefjord ALSO Norway AS NOK D

Estonia Tallinn ALSO Eesti AS EEK D

Latvia Marupe ALSO LATVIA SIA LVL D

Lithuania Kaunas UAB ALSO Lietuva LTL D

Poland Wroclaw GNT Polska Sp. z o.o. PLN D


68

–3557 –3258

–2387 –2704

10259 0

0 1

0 –42918

–31250 –37000

–936 –1046

–291 –264

5009 4193

408 341

4 0

0 0

325 204

5746 4738



6.1 Transactions with related partiesAll transactions with related parties (companies and individuals) are conducted at arm’s length. Existing assets andliabilities on the balance sheet date are unsecured and payable in cash. No allowances for receivables had to berecorded. There were no guarantees, pledges or other contingent liabilities in favour of related parties. The follow-ing transactions and the respective volumes were conducted with related parties:

Transactions with the Schindler Group (principal shareholder)

CHF 1000 2010 2009

Management fees

Interest expense

Short term cash deposits (Note 4.1)

Accounts receivable (Note 4.2)

Liabilities to the principal shareholder (Note 4.8)

Private placement (Note 4.8)

Other liabilities (Note 4.9)

Transactions with ALSO pension fund

Other liabilities (outstanding contributions)

Transactions with related parties (ALSO Group Management and Board of Directors)There were no transactions with related parties during the year under review or previous year.

Compensation for key management (ALSO Group Management and Board of Directors)

CHF 1000 2010 2009

Salaries*

Contributions to pension plans

Anniversary bonuses or other special payments

Retirement bonuses

Employee shares / options

Total compensation

* Salaries, bonuses, flat-rate expenses, Board fees, employer contributions for social security and other, non-monetary benefits/reductions

69

35.68 28.51 1975

43.96 29.44 2345

67.20 21.70 1602

45.50 12.03 3407

9329

44.95

45.50

26.8%

1.8%

1.6%

5.0%


Option conditions(all figures are presented after the 1:10 share split of 23 March 2006)

Year of issue Right to Exercise periodExercise price thenapplicable in CHF

Market value thenapplicable in CHF

Open on 31.12.10Number

2006 Shares 1 May 09 to 30 April 15 1)



2010 Shares 1 May 13 to 30 April 19

Total


1)Volatility was determined on the basis of the historical volatility of the share price over a period of twelve months from the date of valuation.

The fair value of the options is recognized in the statement of comprehensive income, with one third of the amount(vesting period), i.e. TCHF 26 (previous year: TCHF 39) charged to personnel expenses.

2010

Price

Exercise price

Volatility 1)

Risk-free interest rate

Dividend rate

Exit rate

1) The exercise period was extended by three years in previous year.

In the reporting year, 3407 options (previous year: 0) were issued and 8990 options (previous year: 0) were exer-cised. As at 31 December 2010, 4320 options are exercisable (previous year: 10965). The options are valued accord-ing to the Hull-White model, which explicitly takes account of the effects of the restriction period and of the earlyexercising of the options. The following parameters were applied:

70

1812 522 7279 640 10253

18% 5% 71% 6%

0 0 0 10259 10259

0% 0% 0% 100%

1812 522 7279 10899 20512

1947 52196 10278 334 64755

3% 80% 16% 1%

1947 52196 10278 334 64755



Credit quality

31 December 2010

CHF 1000 AA– A+ ANo

rating Total

Cash and cash equivalents

Cash and cash equivalents Schindler

Total (Note 4.1)

31 December 2009

CHF 1000 AA– A+ ANo

rating Total

Cash and cash equivalents

Total (Note 4.1)

6.2 Financial risk managementPrinciples of risk managementIn relation to its financial assets and liabilities, ALSO isexposed to special risks arising from changes in exchangeand interest rates. In addition to these market risks, thereare also liquidity and credit risks. The objective offinancial risk management is to limit these market risksby the ongoing operational and financial activities. Forthis purpose, and depending on the estimated risk,selected hedging instruments are used. Derivativefinancial instruments are used exclusively as hedginginstruments, i.e. they are not used for trading or otherspeculative purposes. To minimize the default risk, thematerial hedging transactions are only entered into withleading financial institutions.

At regular intervals, the appropriateness of the riskmanagement and the internal control system is reviewedby the Board of Directors and modified if necessary. Thisensures that the Board of Directors and ManagementCommittee are completely and promptly informed ofmaterial risks. In addition, monthly internal reports onthe financial position of the company allow any risksarising from the ongoing business to be recognized asearly as possible, and corresponding countermeasures tobe initiated. For this purpose, Accounting and Controllingconstantly adapt their reporting systems to changingconditions.

For optimal cash management, the management ofliquidity not required for ongoing operations and the longterm financing of the Group are centralized and coordi-nated with the treasury of the main shareholder. Thetreasury also records, monitors, and controls financialrisks based on the information provided by the Board ofDirectors and Management Committee.

Credit riskCredit risk is the risk of economic loss resulting from acounterparty being unable or unwilling to fulfil its con-tractual payment obligations. Credit risk thus includesnot only the immediate default risk, but also the risk ofworse credit rating along with the risk of concentrationof individual risks.

In its operational business, as well as in some of itsfinancing activities, ALSO is exposed to a default risk.In the financial area, ALSO manages the resulting riskposition by diversification of the financial institutions aswell as by verification of the financial strength of eachcounterparty based on publicly available ratings. Incollaboration with the main shareholder, ALSO hasdefined limit values that restrict the amount of assets thatcan be held by any single counterparty.

71



The credit quality is based on public ratings by Standard& Poor’s. The rating code is a letter code that indicatesthe default risk of a debtor (country, company) and henceenables easy assessment of its creditworthiness. Anindependent, statistically determinable and validatableprobability of default can be assigned to each rating code.

AAA Risk of default is virtually zero.AA Safe investment, with slight risk of default.A The investment is safe provided that no unfore-

seen eventualities impair the overall economyor the industry.

<A Mainly investments for which no public ratingexists.

As at balance sheet date, ALSO has not made any valueadjustments on financing assets to take account ofdefault risks.

In the operational area, ALSO limits the default risk byconstantly monitoring customers’ credit ratings andsetting credit limits based thereon. The operationalcompanies of the Group have largely insured their opentrade receivables by means of credit insurances. As atthe balance sheet date, accounts receivable of CHF 54million were uninsured (previous year: CHF 36 mil-lion). The credit insurances generally cover 90% of theinsured amounts. The residual credit risk on tradereceivables is therefore considered limited by ALSO. Itis further minimized by the large number of customersand their wide geographical distribution. In addition, tofurther reduce default risks, certain receivables werecompletely sold.

Receivables for which payment is in arrears are impairedby individual and flat-rate amounts based on recentexperience. Experience from the past indicates that thisrisk can be considered to be low (see Note 4.2). Themaximum credit risk (including derivative financialinstruments with a positive market value) is representedby the reported carrying amount of the financial assets.ALSO has not given any financial guarantees in favor ofthird parties.

Liquidity risksThe central liquidity risk management ensures that theGroup is always in a position to fulfill its payment obli-gations promptly. ALSO continuously monitors the cashflows with a detailed cash flow plan. This takes intoaccount the expiration dates of the financial assets aswell as the forecast cash flows from business operations.

ALSO’s objective is to obtain liquidity corresponding tothe necessary timing. Since the main requirement forfinance is to cover the operational business activities,which are subject to large seasonal fluctuations, thegreater part of the financial liabilities are generallyshort-term (52.7% short-term, previous year: 54.9%).To ensure the solvency and financial flexibility of theGroup at all times, a liquidity reserve is held in the formof credit lines that can be drawn at any time. As of bal-ance sheet date, unutilized credit lines for the amount ofCHF 175 million (previous year: CHF 124 million) wereavailable.

The table below shows the financial liabilities of theGroup by expiration date. The information is based onthe contractually agreed undiscounted interest andamortization payments. Forward purchases and sales offoreign currencies are not included in the financialderivatives.

72

241177 241177 241177 0 0

11429 11429 11429 0 0

30023 30247 30247 0 0

3648 3782 2235 1547 0

63 63 63 0 0

91250 96300 49540 46760 0

26151 32941 1961 6383 24597

403741 415939 336652 54690 24597

345 328 17 0

218613 218613 218613 0 0

12143 12143 12143 0 0

2134 2163 2163 0 0

42918 42986 42986 0 0

6531 6936 2517 4419 0

80445 80613 80613 0 0

99760 109870 5340 104530 0

1802 1893 9 1884 0

464346 475217 364384 110833 0

905 603 302 0



The table includes all financial instruments as at31 December 2010 and 2009 respectively, for whichpayments had already been contractually agreed. Planfigures for future new liabilities are not included. For-eign currency amounts were translated at the balancesheet date exchange rate. The variable interest paymentsfrom the financial instruments were calculated using theinterest rates fixed on 31 December 2010 and 2009respectively. Financial liabilities that can be repaid atany time are always assigned to the earliest maturitydate, irrespective of the fact that the greater part of thesefinancial liabilities is revolving.

Interest rate risksALSO’s interest rate risks relate mainly to the short-term financial liabilities with variable interest rates.Interest rate fluctuations cause changes in the interestincome and expense of the interest-bearing assets andliabilities. ALSO is particularly exposed to interest raterisks in CHF, EUR and NOK.

The interest rate management of the long-term liabilitiesis handled centrally in collaboration with the mainshareholder. Local short-term interest rate risks arenormally not hedged by the Group companies. There-

CHF 1000

Net bookvalue

31.12.10Total

cash flowUp to

1 year2 to

5 yearsMore than

5 years

Trade payables

Other liabilities

Loans from banks and third parties

Financial leasing

Receivables sales program

Bank loans and private placements

Mortgages

Total

Derivative financial instruments

Interest rate swap net

CHF 1000

Net bookvalue

31.12.09Total

cash flowUp to

1 year2 to

5 yearsMore than

5 years

Trade payables

Other liabilities

Loans from banks and third parties

Liabilities towards main shareholder

Financial leasing

Receivables sales program

Bank loans and private placements

Mortgages

Total

Derivative financial instruments

Interest rate swap net

73



± 5.0

± 1.3

CHF million

31 December 2010

31 December 2009

fore the greater part of the Group’s financial liabilitieshave variable interest rates and are therefore exposed tointerest rate fluctuations.

Taking into account the existing and planned debtstructure, interest derivatives are used if necessary tomaintain the structure prescribed by management.Depending on whether or not the Group has a cash sur-plus of fixed or variable interest-bearing instruments,interest risks may result from an increase as well as adecrease in market interest rates.

Sensitivity analysisInterest rate risks are evaluated by means of sensitivityanalyses. These sensitivity analyses demonstrate theeffects of changes in market interest rates on variableunsecured interest expenses and interest income as wellas shareholders’ equity, with all other parametersremaining constant.

The change in the value of the hedging instrumentshas an effect on shareholders’ equity (±100 bps.:±TCHF 250). If the market interest rate on 31 December2010 and 2009 respectively had been 100 base pointshigher/lower, the impact on the financial result wouldhave been as follows:

Exchange rate risksPart of the cash flow of the Group takes place in foreigncurrencies, as a result of which the Group is exposed toforeign currency risks. Foreign currency risks are onlyhedged if they affect the cash flow of the Group.Exchange rate risks that arise in the consolidated state-ment of comprehensive income on translation of reve-nues and expenses as well as balance sheets of subsidi-aries are not hedged.

In the operational area, the individual Group companiesconduct their business predominantly in their respectivefunctional currency. An exception is the purchasingarea, where a certain amount is conducted in foreigncurrency, especially EUR and USD. To fend off thisexchange rate risk, the operating companies hedge theirpurchasing volume outside the functional currencyunder their own responsibility (provided that suitablehedging instruments are available at the market at areasonable price). Because of these hedging activities,on balance sheet date ALSO was not exposed to anysignificant currency risks.

Foreign currency risks in the investment area resultfrom the purchase and sale of shares in foreign compa-nies. ALSO does normally not hedge these risks. TheGroup-internal financing of investments in Group com-panies is mainly conducted in the respective local cur-rency.

Foreign currency risks in the financing area result fromfinancial liabilities in foreign currency that exist for thepurpose of financing Group companies. The centraltreasury hedges most of these risks. Speculative bor-rowing or lending in foreign currencies is not permitted.

The groupwide guidelines require the Group companiesto monitor their transaction-related risks and to calcu-late the respective net exposures in the various curren-cies. Normally, all net exposures greater than TCHF 100are hedged. Because of these hedging transactions, theoperating subsidiaries that conduct their activities pre-dominantly in their respective functional currencies arenot exposed to any material currency risk either on bal-ance sheet date or during the year.

By regular use of forward contracts, ALSO constantlyminimizes the exchange rate risk so that there is nomaterial exchange rate risk for the Group. The tablebelow shows the unsecured net exposures in CHF foritems in EUR and USD at the end of 2010 and 2009respectively. This usually reflects the open risks overthe year.

Sensitivity analysisIf, on 31 December 2010 and 2009 respectively, the CHFhad been 5% weaker/stronger relative to the Euro andUS Dollar, and all other variables had remainedunchanged, the effect would have been as follows:

6.3 0.3

9.3 0.4

CHF million EUR USD

31 December 2010

31 December 2009

± 0.3 ± 0

± 0.5 ± 0

Impact on profit and loss

CHF million EUR USD

31 December 2010

31 December 2009

74

79649 128199

71486 105392

151135 233591

–20512 –64755

130623 18% 168836 21%

193659 26% 195341 24%

324282 44% 364177 45%

734631 100% 812301 100%



CHF 1000 2010 2009

Short-term financial liabilities

Long-term financial liabilities

Total (Note 4.8)

./. Cash (Note 4.1)

Net financial debt

Reported shareholders’ equity

Shareholders’ equity and net financial debt


Capital managementThe overriding objective of capital management atALSO is to maintain a suitable equity base, to preservethe trust of investors, customers, and the market, and tosupport future developments in the core business. Theinternal target value for equity to total assets has beendefined at 25–35%.

6.3 Events occurring after the balance sheet dateWith media releases of 13 August 2010, and January 132011, it was announced that ALSO Holding AG andActebis GmbH, Germany, intend to combine theiractivities. The contracts between the main shareholderswere signed on 12 January 2011. The merger of ALSOand Actebis was approved at the extraordinary meetingof shareholders of 8 February 2011, and subsequentlyimplemented by means of an increase in the ordinaryshare capital. 6809950 new shares were issued, subscrip-tion rights of the public shareholders and of SchindlerHolding Ltd. being excluded. The merger will be reportedin the annual report 2011 as reverse acquisition. Allotmentof the new shares took place in return for integration ofthe business activities of Actebis into ALSO. After thecapital increase, the share capital is CHF 12848962,consisting of 12848962 registered shares with a nominalvalue of CHF 1.00 each. The name of the company hasbeen changed to ALSO-Actebis Holding AG.

After the merger, ALSO-Actebis will attain total net salesof around CHF 10 billion. The new company will be the

± 1.3

± 1.5

Impact on shareholders’ equity

CHF million EUR

31 December 2010

31 December 2009

The capital management serves to maintain an optimalgroupwide capital structure which not only gives ALSOsufficient financial flexibility, but also maintains a highcredit rating.

The equity structure can be maintained or modified bymeans of the dividend policy, capital repayments and, ifnecessary, capital increases.

The capital structure is monitored on the basis of the netfinancial debt and of the reported shareholders’ equity.Net financial debt comprises interest-bearing financialliabilities less cash and cash equivalents.

third-largest distribution and logistics company forinformation technology, telecommunications, and con-sumer electronics in the European market and active intwelve countries (Austria, Denmark, Estonia, Finland,France, Germany, Latvia, Lithuania, Netherlands, Norway,Sweden, Switzerland).

6.4 Approval of the ALSO Group consolidatedfinancial statementsThe consolidated financial statements were released forpublication by the Board of Directors of ALSO HoldingAG on 7 February 2011 and will be submitted to theAnnual General Meeting for approval on 10 March 2011.

6.5 Risk assessmentThe Board of Directors of ALSO Holding AG carriesthrough systematic risk assessments, based on whichactions to mitigate risk are defined and the identified riskscontinuously monitored.

75


Report of the statutory auditor to the General Meeting of ALSO Holding AG, HergiswilAs statutory auditor, we have audited the consolidated financial statements of ALSO Holding AG, which comprisethe statement of comprehensive income, consolidated balance sheet, consolidated statement of shareholdersʼ equity,consolidated cash flow statement and notes to the consolidated financial statements (pages 33 to 74) for the yearended 31 December 2010.

Board of Directors’ responsibilityThe Board of Directors is responsible for the preparation and fair presentation of the consolidated financial state-ments in accordance with International Financial Reporting Standards (IFRS) and the requirements of Swiss law.This responsibility includes designing, implementing and maintaining an internal control system relevant to thepreparation and fair presentation of consolidated financial statements that are free from material misstatement,whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriateaccounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We con-ducted our audit in accordance with Swiss law and Swiss Auditing Standards and International Standards onAuditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether theconsolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the con-solidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers the internal control system relevant to the entity’s preparationand fair presentation of the consolidated financial statements in order to design audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol system. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidatedfinancial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.

OpinionIn our opinion, the consolidated financial statements for the year ended 31 December 2010 give a true and fair viewof the financial position, the results of operations and the cash flows in accordance with IFRS and comply withSwiss law.

Report on other legal requirementsWe confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) andindependence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with ourindependence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that aninternal control system exists, which has been designed for the preparation of consolidated financial statementsaccording to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

Lucerne, 8 February 2011

Ernst & Young AG

Christian Schibler Christoph MichelLicensed audit expert Licensed audit expert(Auditor in charge)

Report of the Statutory Auditor

76

7883 7981

5000 5000

133 112

5379 3765

18395 16858

–3557 –3258

–3326 –2783

–2259 –2219

–7298 –2638

–19 –126

–16459 –11024

1936 5834

CHF 1000 2010 2009

Service revenue

Investment revenue


Financial income

Total income

Service expenses

Personnel expenses


Financial expenses

Tax expenses

Total expenses

Net profit

Profit and loss statement of ALSO Holding AG


77

76 43

39 183

75968 50323

10260 0

1915 462

88258 51011

98 143

114426 113926

69547 79437

184071 193506

272329 244517

30000 0

185 134

83709 42631

14 42918

3812 1934

117720 87617

6039 6039

1100 1100

41755 41755

90000 90000

13779 12172

1936 5834

154609 156900

272329 244517

Assets

CHF 1000 31.12.10 31.12.09

Cash

Receivables – from third parties

– from Group companies

– from major shareholder


Total current assets

Intangible assets

Investments

Loans to Group companies

Total non-current assets

Total assets

Liabilities and shareholders’ equity

CHF 1000 31.12.10 31.12.09

Liabilities to banks

Accounts payable – to third parties

– to Group companies

– to major shareholder

Accrued expenses and deferred income

Total liabilities

Share capital

Legal reserves – general reserve

– share-premium reserve

Special reserves

Retained earnings – balance brought forward

– net profit

Total shareholders’ equity


Balance sheet of ALSO Holding AG


78

710782 679577

p.m. p.m.

710782 679577

150 0

0 0

150 0

0 0

150 0

64.00% 64.00%

15.03% 11.06%

5.07% 5.07%

36200 37000

36200 37000

20 0

20 0

Contingent liabilities

CHF 1000 31.12.10 31.12.09

Conditional liabilities towards third parties

Letters of comfort

Total

Fire insurance value of property, plant and equipment

CHF 1000 31.12.10 31.12.09

Equipment, furniture, IT (global insurance of ALSO Group)

Total

Liabilities to retirement benefit plans

CHF 1000 31.12.10 31.12.09

ALSO pension fund

Total

The contingent liabilities of ALSO Holding AG cover the conditional liabilities for bank guarantees, borrowingarrangements and delivery commitments of the Group companies.

Notes to the financial statements of ALSO Holding AG


Compensation of ALSO Group Management and Board of DirectorsOf the compensation in the reporting year, ALSO Holding AG paid the fees to the members of the Board of Direc-tors directly. The compensation of the members of the Group Management was in some cases paid directly, and inother cases indirectly through intercompany charges.

Treasury shares

CHF 1000 Number Value

1 January 2009

Change 2009

31 December 2009

Change 2010

31 December 2010

Major shareholders 31.12.10 31.12.09

– Schindler Holding AG, Hergiswil (Switzerland)

– Bestinver Gestion, S.G.I.I.C., S.A., Madrid (Spain)

– SaraSelect Anlagefonds, Basel (Switzerland)

(participation according to the Swiss Official Gazette of Commerce)

79

– – – – – –

– – – – – –

43 3 46 43 ** 3 46

43 3 46 43 3 46

2170 2251 224 101 8 946 5700

540 510 133 60 – 307 1550

1880 2005 127 77 18 585 4692

580 553 107 65 – 274 1579

4077 3877 3100 3407

2422 2303 2617 2876



Members of the Board of Directors of ALSO Holding AGAggregate compensation – Board of Directors

Members of Group Management of ALSO Holding AGAggregate compensation 2010 – Group Management

2010 2009

CHF 1000Cash, fixed

(gross)Pension

expensesTotal2010

Cash, fixed(gross)

Pensionexpenses

Total2009

Thomas C. Weissmann *Chairman, executive member

Prof. Dr. Karl Hofstetter *non-executive member

Prof. Dr. Rudolf Martynon-executive member

Aggregate compensation

* Thomas C. Weissmann and Prof. Dr. Karl Hofstetter have an employment contract with Schindler Management Ltd. and therefore donot receive any additional compensation for their work as Board members.

** The gross cash compensation for Prof. Dr. Rudolf Marty for the fiscal year 2009 has been increased after the publication of the AnnualReport by CHF 3000.

2010 2009

Number of shares Options awarded Number of shares Options awarded

Group Management– Total

Highest individual compensation– Thomas C. Weissmann

Fixed com-pensation

Variablecompensation

CHF 1000Cash

(gross)

Cashbonus(gross) Shares Options

Benefitsin kind

Pensionexpenses

Total2010



Fixed com-pensation

Variablecompensation

CHF 1000Cash

(gross)

Cashbonus(gross) Shares Options

Benefitsin kind

Pensionexpenses

Total2009



Aggregate compensation 2009 – Group Management

Number of shares and options on shares – Group Management

80

2000 – 2000 –

10 – 10 –

2010 – 2010 –

9167 4320 ****/***** 14060 10965**/***/****

145 – 145 –

700 – 700 –

483 – – –

2396 – 2896 –

324 – 324 –

201 – 201 –

****** ****** 2 204 –

13416 4320 20530 10965


Shares, options and conversion rights – Board of Directors

Shares, options and conversion rights – Group Management

* Vested options only

** for fiscal year 2003 (date of purchase or grant 2004, expiration of vesting period 2007): 3 960

*** for fiscal year 2004 (date of purchase or grant 2005, expiration of vesting period 2008): 5 030

**** for fiscal year 2005 (date of purchase or grant 2006, expiration of vesting period 2009): 1 975

***** for fiscal year 2006 (date of purchase or grant 2007, expiration of vesting period 2010): 2345

****** not a member of Group Management at the time

The options for the fiscal years 2003 and 2004 have been exercised 2010.


Number of shares Number of options Number of shares Number of options

Thomas C. WeissmannChairman, executive member



Prof. Dr. Karl Hofstetternon-executive member

Prof. Dr. Rudolf Martynon-executive member

Total


Number of shares Number of options* Number of shares Number of options*

Thomas C. WeissmannChief Executive Officer

Laisvunas ButkusMember

Michael DressenMember

Lucas F. KuttlerMember

Marc SchnyderMember

Maija StrandbergMember

Urs WindlerMember

Peter ZurbrüggMember (until 28 February 2010)

Total


} 10965

} 4320

81

12172

5834

18006

–4227

13779

–6039

1936

9676

9676

D 100.0 100.0 TCHF 100

D 100.0 100.0 TEUR 103

S 100.0 – TCHF 500

Proposal of the Board of Directors for the appropriation of the available earnings 2010

CHF 1000 2010

Balance brought forward 2008

Net profit 2009

Retained earnings as at 31 December 2009Dividend payment as per decision of the annualgeneral meeting of 10 March 2010

SubtotalPayment as per decision of the extraordinarygeneral meeting of 8 February 2011

Net profit 2010

Retained earnings at the disposal of the general meeting

Proposal of the Board of Directors to the annualgeneral meeting of 10 March 2011

Carried forward to new account

Subsidiaries

Risk assessment

The Board of Directors of ALSO Holding AG carries through systematic risk assessments, based on which actionsto mitigate risks are defined and the identified risks continuously monitored.

There are no further matters requiring disclosure according to the Swiss Code of Obligations (CO) Art. 663b.



2010 2009

Company, head office Type Participation in % Participation in % Share capital

ALSO Schweiz AG, Emmen

ALSO Deutschland GmbH, Straubing

ALSO IT AG, Emmen

D = DistributionS = Service/holding company

The extraordinary general meeting of 8 February 2011, decided an extraordinary dividend of CHF 1.00 per share(total TCHF 6039).

82


Report of the statutory auditor on the financial statementsAs statutory auditor, we have audited the financial statements of ALSO Holding AG which comprise the incomestatement, balance sheet and notes (pages 76 to 81) for the year ended 31 December 2010.

Board of Directors’ responsibilityThe Board of Directors is responsible for the preparation of the financial statements in accordance with therequirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing,implementing and maintaining an internal control system relevant to the preparation of financial statements that arefree from material misstatement, whether due to fraud or error. The Board of Directors is further responsible forselecting and applying appropriate accounting policies and making accounting estimates that are reasonable in thecircumstances.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform theaudit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers the internal control system relevant to the entity’s preparation of the financial statements inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the entity’s internal control system.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness ofaccounting estimates made, as well as evaluating the overall presentation of the financial statements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements for the year ended 31 December 2010 comply with Swiss law and thecompany’s articles of incorporation.

Report on other legal requirementsWe confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) andindependence (Art. 728 Code of Obligations [CO] and Art. 11 AOA) and that there are no circumstances incom-patible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that aninternal control system exists, which has been designed for the preparation of financial statements according to theinstructions of the Board of Directors.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the com-pany’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

Lucerne, 8 February 2011

Ernst & Young AG

Christian Schibler Christoph MichelLicensed audit expert Licensed audit expert(Auditor in charge)

Report of the Statutory Auditor

83

DETERMI-

NATION

DeterminationResolutely pursuing a clearly defined goal and refu-sing to be discouraged by objections or obstacles.

84

Important addresses

HeadofficeALSO Holding AGSeestrasse 55CH-6052 HergiswilTel. +41 41 266 18 00Fax +41 41 266 18 70www.also.com

EstoniaALSO Eesti ASKalmistu tee 26FEST-11216 TallinnTel. +372 6504 900Fax +372 6504 916www.also.ee

FinlandALSO Finland OyHatanpään valtatie 48FIN-33900 TampereTel. +358 3 213 6100Fax +358 3 213 6122www.also.fi

GermanyALSO Deutschland GmbHErnst-Heinkel-Strasse 4D-94315 StraubingTel. +49 9421 93 3000Fax +49 9421 93 3991www.also.de

LatviaALSO Latvia SIALiliju iela 29, Marupe,Marupes pag.LV-2167 Rıgas raj.Tel. +371 6 701 8300Fax +371 6 701 8301www.also.lv

LithuaniaUAB ALSO LietuvaVerslo street 6,Kumpiu km. DomeikavaKaunas DistrictLT-54311, LithuaniaTel. +370 37 757550Fax +370 37 757541www.also.lt

NorwayALSO Norway ASØstre Kullerød 2NO-3241 SandefjordTel. +47 33 44 95 00Fax +47 33 47 04 30www.also.no

SwitzerlandALSO Schweiz AGMeierhofstrasse 5CH-6032 EmmenTel. +41 41 266 11 11www.also.ch

ImprintEditing /Concept and text · ALSO Holding AG · Corporate Communications · Hergiswil, SwitzerlandDesign / Illustration · Quint AG · Marketing & Kommunikation · Cham, SwitzerlandPhotographer · Matthias Studer · Knonau, SwitzerlandPrinting · UD Print AG · Luzern, Switzerland

The original German languageversion is binding.

For further informationplease contact:

ALSO Holding AGMaya von KrannichfeldtHead of Corporate CommunicationsMeierhofstrasse 5CH-6032 EmmenTel. +41 41 266 18 00Fax +41 41 266 18 70www.also.com

DETERMI-

NATION

FOCUSINSIGHT

COURAGE

ALSO in brief

The ALSO Group is one of the leading European com-panies in the wholesale and logistics sector for informa-tion technology and consumer electronics (ICE). In2010, ALSO generated net sales of CHF 4 .2 billion with1479 employees.

Headquartered in Hergiswil (CH), the company wasfounded in 1984 and has been listed on the Swiss stockexchange since 1986. The Schindler Group has held amajority interest since 1988.

ALSO is active in seven European countries: Estonia,Finland, Germany, Latvia, Lithuania, Norway andSwitzerland.

Core competenciesALSO specializes in ICE distribution and services.

As part of its ICE distribution activities, ALSO workswith well-known manufacturers of hardware and soft-ware, and provides additional services in value-addedsectors such as high-end-servers, storage, security andnetworks. In addition to this, distribution offers a widerange of IT consumables. Its strongest points are high-level availability and compliance with the strictestquality standards.

ALSO Services complements the ICE distribution pro-duct portfolio with a range of standardized marketing,training, information, logistics, after-sales and accoun-ting services. In addition, ALSO Services offersmanufacturers and bulk customers in the ICE industrycustomized service packages that extend all the waydown the value-added chain.

ALSO’s principlesWe are deeply committed to our partners and associates,and customer benefit is our top priority. For us, provi-ding first-class personal service comes as naturally asall-round professionalism and competitiveness. Our aimis to build lasting business partnerships which you canrely on completely. In order to achieve this goal, we baseour daily business on the philosophy expressed throughALSO’s principles:

We provide more customer value than the competition.

We make only promises we can keep.

We are personally committed to every one of ourcustomers.

We cultivate long-term partnerships.

We measure ourselves against the zero-error principle.

Annual Report 2010


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